Betrayed
by Workaholic Praxian
Summary: Just about everyone has felt betrayed at one point or another. Cybertronians are no different. Set in Transformers Prime. Centered around Soundwave, Ratchet and Wheeljack. Warning: Spoilers
1. Sleepless Night

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 1: Sleepless Night

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**Author's Note: Well, I finally got around to editing the story. Hopefully it now runs a bit smoother. The content is the same, but there were a few spots here and there that needed to be fixed. Nothing big.**

* * *

Over the millennia, Soundwave had hung onto every word out of Lord Megatron's mouth. He followed the Decepticon leader like no other. Soundwave would do anything for Megatron, anything. If he had been asked, Soundwave would go through the pits and back in order to appease his master.

But now…

Soundwave was beginning to question his own loyalty to Megatron.

All these vorns he worked, tirelessly, aiming to please his master. And yet, he was barely even noticed anymore. The words of praise, his spot as Lord Megatron's favorite, third in command, communications officer, it didn't mean anything anymore.

He lost Lord Megatron's favor and he didn't know how.

Soundwave was Megatron's most trusted, right hand mech. Yet time and time again, Megatron would forget that he was even in the same room as him. Then again, many had a habit of doing so.

He often spied on the Decepticons and reported his findings to Megatron. Nowadays, he simply did his own thing and let the Intel come to him. Soundwave had sharp audio sensors; he wasn't ashamed to listen in on conversations, or even to hack into private comm. lines.

He felt betrayed.

Megatron offered and gave out Starscream's spot as second in command to bots that Soundwave deemed unworthy. They didn't know what it meant to hold such a high rank. It wasn't something to be used as a bargaining chip.

Megatron should have promoted him. Soundwave would have done everything right. Megatron should have offered him those countless deals. He should have been the one to hunt down Arachnid. Soundwave had recently forced her into submission with no difficulty on his part. He could have easily captured her, or even finished off the job and crushed her helm in, destroying that conniving processor of hers.

Breakdown would still be alive.

Soundwave knew a loyal bot when he saw one. They seemed to be scarce of late, many having already been killed off in the war.

It was a shame.

By time Megatron had figured it out; it was too late.

Soundwave had stayed loyal even when Megatron lost his mind to the dark energon. It was consuming his master, making him delusional. Others questioned what to do. Some favored the idea of throwing Megatron out as unfit to lead.

Yet Soundwave was the one who kept peace on the Nemesis. Soundwave could have taken leadership for himself. No one would have been able to stop him

But he didn't.

He was the reason why Megatron was even able to come back to a ship at all, let alone be the commander of it.

Soundwave had to face the facts.

Megatron valued Optimus Prime more than he did Soundwave. Megatron put much more faith in Optimus during the short time the bot stayed with them.

It made Soundwave's spark burn.

He wasn't jealous of Starscream, Knockout, Breakdown, Dreadwing, or even Arachnid. He wasn't even jealous of Optimus Prime. He simply felt…

Betrayed.

Betrayed by the one bot he looked up to the most. The one bot he'd do anything for.

Soundwave had been a loyal follower to Lord Megatron for longer than anyone else. He knew and was loyal to Megatron before the war even started. He did so many things for his master and now…

Now it seemed as if Megatron had forgotten that he even existed.

Soundwave wasn't amused.

Megatron had used him.

Used him to get the job done.

It was a mistake.

A mistake for Soundwave to be on this side of the war.

He didn't believe in the Decepticon cause; he had believed in Megatron. Now, he definitely didn't believe in either. Soundwave wasn't going to fight for a cause that he didn't believe in.

Defecting would be signing his own death warrant.

He brushed one of his Decepticon insignias, feeling the familiar pattern that no longer felt comforting let alone like a badge of honor to be proud of. He found himself slightly repulsed from it, wanting to scrub away at his armor until the stains were gone.

He would have to work carefully in order to not make the same mistakes that Starscream and Arachnid did.

They both had egos the size of Cybertron's twin moons.

They scrabbled for energon crystals and yet they didn't have the tools necessary to turn it into a form they could use. It would be much simpler to plan carefully and steal refined energon that way they could use it directly.

They worked recklessly and alone which wasn't a good idea either way.

If they wanted to take down Megatron, careful planning would be necessary. For example, putting Megatron in a position where he'd be alone and unable to get back up.

On top of it all, they had been fighting Soundwave as well. He was the glue that kept the ranks in order when Megatron was off obsessing about dark energon.

The last unpleasant encounter the Decepticons had with the stuff could have been their own doom. They had been lucky that the Autobots managed to get onto the ship and remove the dark energon out of the ship's systems.

Soundwave wasn't dumb. Megatron wouldn't learn his lesson. He'd use the dark energon again, simply on something other than the ship next time.

Soundwave wasn't going to throw his life away on reckless stunts and half thought out plans. If anything, he'd need backup.

He'd help the group that he knew would appreciate him.

* * *

Wheeljack worked away on the Jackhammer, humming contently as he checked over the circuits and fixed any holes that happened in their last encounter with Soundwave and Laserbeak. It wasn't as damaged as he thought it would be.

Then again, he possessed armor that provided extra resistance to explosions and figured his ship might as well have the same.

It was a good idea, especially with the mishaps in the lab he used to have before he became a Wrecker. He enjoyed inventing, building stuff and blowing things up, often times on accident, but not always. He had his days.

It was most likely due to Wheeljack's past that the Wrecker enjoyed carrying around bombs at all time. Besides, explosions didn't faze him much any more. If anything, he was fond of how they turned out. Each was unique, up to a point at least.

Once he was done with the repairs, Wheeljack decided to clean his ship. It had been a while since the last cleaning had been done and he didn't have anything better to do.

Taking a break was nice and all, but he was really itching to go on his next mission. Hopefully it would be on Earth since he wasn't all that eager to be leaving the good doctor any time soon.

Sure he flirted shamelessly. Sure he came up with nicknames, but he wasn't expecting Sunshine to be worried about his well being. If anything, Wheeljack thought that the bot probably forgot or didn't care about him. He'd end up with the same results either way. If he had been seriously injured, Wheeljack would have been left for dead. Bulkhead might have been the only one to notice his disappearance.

Primus! Wheeljack didn't think the medbot would hunt him down, be worried and considerate enough to give him an entire checkup just to be sure he didn't bust any audio sensors or anything of the sort.

Ratchet was something else.

Wheeljack was glad that he came back to Earth, even more so that he decided that he'd stick around.

* * *

Ratchet dropped onto his berth, pressing his faceplate into the pillow as he attempted to get some recharge. It was a lot of hard work being a medic, so much of which relied on chance, timing, supplies and the usage of not only his mind, but also his hands in order to carry out what might end up being very delicate procedures.

So much rested on his shoulders. Not many even thought about what kind of pressures the head medic might be facing every day he hauled himself off of his berth to start the day. It could be the next day or even late at night that he might suddenly be called into the medbay. There was no guarantee that he'd be able to recharge or even have time to do so.

His life, especially as a field medic, could be so unpredictable. He never knew who would die and who would live for another orn.

He never knew if he was good enough.

It was ridiculous. Ratchet was known to be the best medic, but it didn't mean that he couldn't feel as if it was otherwise from time to time. After all, he still hadn't managed to fix Bumblebee's vocalizer.

Ratchet wasn't Primus and Primus wasn't a medic. He had to do the best he could and simply hope that it would be enough. After all, even a procedure performed perfectly didn't mean that the bot he worked on would make a recovery, let alone survive.

Ratchet just needed some recharge before the sun came up. It had been a long process of stabilizing Bulkhead and making the necessary repairs.

* * *

Ratchet rolled over and groaned in frustration at the knock at his door. He opted to ignore it.

The knock came back a little bit later, hushed but at the same time, impatient.

Realizing the bot wasn't going to go away anytime soon, Ratchet pulled himself to his peds, grumbling as he went to the door.

Wheeljack beamed at him, facemask retracted and looking as if he had gotten a good night of recharge.

Ratchet automatically envied him.

"Hey Sunshine. How about you and I go for a ride?" He nudged closer to the medbot, secretly putting his ped in the way of the door.

"Wheeljack, it's too early for this slag." Ratchet growled, commanding the door to close. He headed back to his berth only to realize that the door hit something.

"Oh come on Doc. Don't be like that." Wheeljack forced the door open from the crack that it had closed to. "If you don't want to ride, we could do something else."

Ratchet faced Wheeljack, thinking about how much sleep he was missing due to the overly awake wrecker. "I'm tired, 'Jack. Leave me alone."

Wheeljack's grin got even larger. Ratchet had a nickname for him. Granted it wasn't very creative, but still. It's not like Doc was a creative name either. Sunshine on the other hand… "I'll go only if you'll watch the sunset with me this evening." He walked in the room, waiting for Ratchet's reply.

Ratchet narrowed his optics at the intruder, frame tensing up. Ratchet pulled a wrench out his of subspace, fingers tightening around it in an unspoken warning.

One in which Wheeljack ignored.

* * *

Bulkhead shifted on a medbay berth. He had let Wheeljack in the base after foolishly listening to Jackie's plan on wooing the medic. Instead of going to his own berth, Bulkhead returned to the medbay, knowing the medbot would get upset if he didn't.

He absently thought about Wheeljack and wondered how well that _brilliant_ plan was going when he heard the obvious signs that Ratchet was awake and not happy about it either.

Bulkhead groaned in frustration. He was incredibly clear with his advice that really, _really_ should be followed when dealing with Ratchet.

For starters, don't frag the medic off.

Don't underestimate Ratchet in any way, shape or form.

Wrench? Get your aft out of there immediately.

Don't enter Ratchet's personal quarters unless you have permission, it's an emergency or you're good friends with him. Forcing yourself in will only frag him off.

Don't skip out on medical appointments.

Medic's orders are not and never will be a suggestion.

Don't doubt his knowledge or question his abilities. If Ratchet says you're fragged, you're fragged. If he says you're going to live, by Primus, you're going to live.

If he's not cursing while working on you, it's _very_ serious.

Just because he's a medic doesn't mean Ratchet won't hit hard.

There were probably more things that Bulkhead simply didn't think about at the time. Either way, it sounded like Wheeljack fragged Ratchet off. He wondered what his friend did wrong.

Bulkhead could hear two bots colliding along with denting armor and overturned furniture. They obviously didn't care who heard.

The rest of the Autobots were awake now and gathered around the Ratchet's closed door. After they figured out that Wheeljack was in there too, they dispersed. It was in their personal interests to stay out of it.

Wheeljack's a Wrecker.

Ratchet's a medic.

They'd both live.

Hopefully.

Silence settled down upon the base, like a blanket of fog making everything seem more eerie than it already was.


	2. High Grade

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 2: High Grade

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**Author's Note: Hey, so apparently I got really motivated to work on this story again, which is a bit surprising since I was experiencing a writers block for some time now. Either way, I hope you all enjoy. Thank you Skyfire201 and Dragon of Diamonds for the great reviews. Also, I started this story since a friend of mine wanted to read a fic with Soundwave/Wheeljack/Ratchet after watching the new TFP episodes, so I do, eventually, hope I can get them to end up together. This is a bit harder than it sounds, but I have a plan. Well, I hope I didn't spoil it too much, but inquiring minds wished to know. Now that I'm done rambling on, I hope you enjoy the next chapter.**

**This chapter is now officially edited.**

* * *

The crew working the night shift dragged their peds as they moved about their duties. It was a sign that the day shift was to start relatively soon, but judging from past encounters, the majority of the day shift crewmembers would be sleeping in once again. In retaliation, the members of the night shift would be late to their shifts as well, making the members of the day shift work overtime.

It was a never-ending process, one that Megatron never sought to fix even though Soundwave brought it up on numerous occasions. Megatron would brush it aside, claiming that if the Autobots ever infiltrated the ship, they wouldn't be able to blend in with a specific shift because they didn't know the patterns as well as Soundwave did.

Obviously, if a bot showed up on time for their shift, they must be an intruder.

Soundwave had to do numerous investigations as a result and of course, each came up negative. This only encouraged the behavior of showing up late. However, the longest time a bot ever had to work overtime was halfway into the next shift.

Soundwave usually got involved if the replacement took too long. At least they showed up eventually, did their job and stuck to it until the replacements came which varied depending on how much a specific bot fragged off their replacement. When Soundwave got involved, it usually involved hunting down the missing bot and intimidating them with his silence. They figured out very quickly why he was there and the bot, fearing severe punishment, would hurry to their job. If Soundwave wasn't in the mood or if they fragged him off, he might even throw in a punishment or two.

Soundwave's presence was like a warning. A punishment from him was like a slap on the wrist compared to what would happen if Megatron got involved, which would happen if they didn't show up at all, didn't do the job while present for it or left without a replacement showing up first. When it came to that, Megatron would punish them in front of every one else to set an example. Needless to say, it didn't come to such extremes except once in a blue moon.

A widely spread rumor on the Nemesis, one that was carefully kept out of the audios of Megatron, was that their glorious leader was a sadist, had no spark and was the spawn of Unicron. Soundwave hadn't felt like reporting that bit of information to Megatron due to the fact that it was so widespread, helped control the troops and it might encourage Megatron to increase his displays of violence to fellow Decepticons.

It helped a lot when facing the Autobots to have most, if not all of the Decepticons in good health, or at least in once piece. There's only so much room in the medbay. On top of that, Knockout hasn't been as efficient as he once was without his assistant helping out.

One of the Vehicons had been assigned to work with the medic. Everything had been working out so well until Knockout started asking questions about his own paintjob. The poor bot didn't know how to reply and would only answer in round about ways.

Soundwave recorded the entire conversation. If anything, it could easily be used as a way to cheer a bot up. It certainly put Soundwave in a better mood when he first heard it.

Soundwave entered the empty medbay, Laserbeak informing him that Knockout was still deep in recharge and showed no signs of waking. He shamelessly went through medical files, downloading anything that might be of use later on. He made sure that he got his entire medical file and even checked the restricted files that Knockout thought no one would be able to hack into. Once done with that, Soundwave poked around the medbay, checking to make sure he didn't miss anything.

He even took a look at Knockout's secret stash of high grade. The medic was way too confident in his abilities to hide things. He apparently didn't know Soundwave very well. With this in mind, he snagged a cube, swapping it for a cube of mid grade. It didn't matter if it didn't quite blend in with the others. In fact, he placed it in a spot that would make it seem as if Knockout had accidentally put it there himself.

Soundwave put the high grade in his subspace and made sure everything was just as he found it. Laserbeak managed to quickly get back to him once he left the medbay in order to get his morning ration.

No one suspected a thing.

* * *

As a group, the Autobots worried about what happened in Ratchet's quarters and why it was that they hadn't seen either Ratchet or Wheeljack for several days now.

Bulkhead was beginning to think that Wreckers never calling for backup was ridiculous, especially since Wheeljack didn't even check in with him. Not even a comm. Sure Wheeljack was used to working alone, but still, something was wrong. It had to be.

Bulkhead and Optimus were the ones who finally decided to risk their own sparks to try and figure everything out. With the help of Optimus Prime's override codes, the two watched the door open and braced themselves for what they were about to witness.

* * *

Wheeljack adjusted his optics to the change in light as the door whooshed open. He tilted his helm slightly to the side to see Bulkhead and Optimus's shocked expressions as they took in the scene.

Small patches of energon were splattered here and there along with chunks of metal and paint. The only source of light other than from the now open door was from Wheeljack's optics. The room was a mess, furniture scattered about. Sticking out of a wall was a wrench while a sword was embedded into the toppled over desk. Judging from the scattered medical supplies, Ratchet had at one point thoroughly cleaned the items in his emergency medical kit and hadn't put it away before the event.

"Took you long enough." Wheeljack muttered from his spot on the floor.

Having not seen Ratchet laying in the shadows, Bulkhead went to Wheeljack. "Jackie, what happened?"

"Ratchet wasn't in a good mood. That wrench…" Wheeljack shuddered slightly. "There was no way I could escape. After I fragged him off, he locked the door. I was blindsided by a wrench. _Damn_, Doc's _good_."

Small pops were heard as Ratchet sat up and stretched. He looked over at his new company, fully aware of what Wheeljack had said. "I needed that." Ratchet smirked, "It's been a while since I've last had a good fight."

Wheeljack tried looking in Ratchet's direction and failed miserably. "I didn't think that you could have so much fight left in you."

Optimus walked over to Ratchet, offering his servo to help his friend up. Ratchet took the help, slowly rising due to the damage he had sustained. He didn't want to reopen any new wounds. "Most Autobots don't have the ball bearings to fight back." Ratchet hissed slightly at the pain in his leg.

"Doc, you're _good_. You even managed to knock me offline in the midst of a fight." Wheeljack complimented with a purr. "You're just the bot I wanted to meet."

Bulkhead watched in complete wonder at how laid back the two had become towards each other. It was as if they now held more respect for the other than they once had. "Jackie, why aren't you getting up?"

Ratchet chuckled darkly, "I welded him to the floor."

* * *

Soundwave watched the party going on from the sidelines. He had never been one for getting massively over energized, let alone with a large crowd of bots he didn't trust.

It wasn't that he didn't know them; he knew the designations and all sorts of secret, personal information about each and every one of them. He knew their schedules inside and out, along with who spent time with who in their free time. He knew their desires and fears.

Soundwave knew how to manipulate them.

Megatron had once asked Soundwave to gather such information when they first got the Nemesis. Megatron was told some of the information that Soundwave had gathered, but most of it Soundwave kept to himself.

Besides, Soundwave wanted to make sure that he always had something Megatron didn't know, if anything, to impress his master.

But those days were long gone.

This party was more or less a ploy to make the troops feel more confident with how the war was going. After all, it seemed to come to a standstill with not much progress on either side. The crew was becoming a bit melancholy, especially after Breakdown's death.

By the looks of it, even Knockout was becoming livelier, though it may be because the medic had drunk several cubes of potent high grade when Soundwave had been discretely watching. The medic most likely had more than that, seeing how Knockout was much more over energized than usual. Knockout got up from his table, stumbling around slightly as he looked around for a possible target to bring back to his berth.

Knockout wasn't the only one either.

Soundwave had advised Megatron against allowing everyone to take a break from work in order to join the party. He didn't listen and Soundwave's only consolation was that the Nemesis was on the ground.

Primus forbid the ship go down while just about everyone was over energized. Party of the Century for the Decepticons or not, a group should have been chosen to keep watch.

Soundwave was going to monitor security, but he was dragged into the party by a group of Vehicons, intent on seeing him drink energon. There was apparently a bet of some sort that was centered on how well Soundwave could hold his high grade.

Luckily for him, the Vehicons forgot about him and were intent on snagging their own high grade before Megatron decided to cut the supply off. One glance at Megatron confirmed Soundwave's suspicions that energon was going to be running freely all night.

This type of setting was risky, but a potential gold mine for black mail. Decepticons, so hopelessly out of it, did things that they wouldn't normally do. Some accidentally revealed personal information. Some woke up the following morning in the arms of their so-called enemies in the Decepticon ranks. Others found themselves in locations such as the air vents and were left questioning as to how they had gotten there.

Soundwave had to send Laserbeak in time after time to lead them back. Air vents could be mazes, especially to the untrained bot in such matters. Many were in awe of his abilities to find them, but no one knew that he had a map of the air vents.

Knockout stumbled out of the crowd and sat uncomfortably close to the Third in Command. With a charming look, the medic pulled out two cubes of energon, placing one in front of Soundwave.

In Soundwave's humble opinion, Knockout didn't need another cube.

Was Knockout trying to get him over energized?

"What's a fine mech such as yourself in a place such as this?" Knockout purred, armor almost touching Soundwave's.

Soundwave could feel the buzz of energy radiating off of the medic. He didn't want to be here, but if he left now, Knockout might think that he wanted the medic to follow.

Knockout picked up his cube, smirking at Soundwave, "Cheers?"

Soundwave hadn't moved since Knockout sat down. Maybe the medic would get the point. However, it didn't look like it as Knockout grabbed his servo and wrapped his fingers around the cube Knockout held. The medic even tried bringing it to his face, expecting Soundwave to remove the visor so he could drink it.

It took a few breems, but Knockout finally got the point. Soundwave wasn't going to drink. Altering his tactics, Knockout scooted even closer to Soundwave, plating pressing up against Soundwave's.

Soundwave had enough when Knockout caressed his thigh. With one abrupt movement, Soundwave pushed Knockout to the other end of the bench. Just as he was getting comfortable again, Knockout was back, a determined look on his faceplate.

Letting the light from his optics filter through the visor for the briefest of moments, Soundwave looked over at Knockout, glared and pushed him away once again.

Knockout sat there dazed, wondering if he had actually seen Soundwave glaring at him.

Soundwave took this opportunity to leave the room and find somewhere more suitable to spend his evening.


	3. Sunset

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 3: Sunset

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**Author's Note: I'd like to thank BooLoo2, Fanfickisara and SethBlackwolf for the reviews. I greatly hope that the quality of this chapter is as good as the last two. This one definitely took longer than the others to write seeing how I got stumped numerous times and even rewrote a few of the scenes. As to SethBlackwolf's question, that's what my goal is, but alas, it's going to take a while. Or at least it should. Sorry about the delay in comparison to the last one. I'm mainly just glad that I finally finished this chapter.**

**This chapter has also been edited.**

* * *

In the early hours of the morning, while the rest of the Decepticons tried sleeping off the incoming hangovers in less than convenient locations, Soundwave hunted down each and every one of them.

No one asked him to do it. Megatron didn't order him. He did it of his own free will. It was his way of setting everything back to how it was. It needed to be done and he was the only one in the proper condition to do it.

Soundwave was the mature bot. He was the responsible one. If the Autobots were to infiltrate the Nemesis, Soundwave would be the one to deal with them.

It was a tedious task. No one thanked him for his services. Some woke up with horror written on their faceplates. Either they didn't expect to see him or he just wasn't pleasant to see first thing in the morning. Soundwave had no idea as to which it could be since both were logical explanations to such a common reaction he had been eliciting this morning.

Once everyone was awake, he set a message to the crew.

_All those who are late to their shift will be scrubbing the entire floor of the Nemesis with a human's toothbrush._

This was the first day in a long time that everyone was on time for their shift.

Soundwave was pleased with himself.

Megatron didn't agree.

* * *

"You know Jackie, I don't think this a good idea."

Wheeljack continued to grin, convinced that his newest idea was completely fail proof. "Oh come on Bulk, what's the worse that can happen?"

Bulkhead frowned, "If there's something I've learned about medics, especially _the_ medic, is you don't try to fix them without proper training."

"Where's your sense of adventure?" Wheeljack gave his best friend a skeptical look, "Don't tell me Optimus tamed you. We're Wreckers, we do what we want."

"See? That's what I mean." Bulkhead crossed his arms, "I'm still a Wrecker, but this is _Ratchet_ we're talking about. You're lucky I saved your sorry aft. He knows how to wield bots."

Wheeljack brushed the reasoning off as if removing a few stray dust particles. "I'm just returning a favor. He repaired me after all."

"But-"

Wheeljack interrupted, "Besides, I'm an inventor, engineer _and_ a wrecker. It can't be _that_ hard."

* * *

Soundwave didn't like where things were going. He had to explain to his leader who was experiencing the equivalent to a human hangover why it was that everyone was on time. Megatron wasn't in the best of moods and Soundwave was having difficulty convincing the Decepticon Leader that it wasn't some kind of conspiracy.

Megatron wouldn't listen to reason. It was like trying to negotiate with a rock. No matter what arguments Soundwave had to defend the crew, Megatron wouldn't budge. The only thing that would convince Megatron was if Soundwave spent most of his day interrogating each and every bot in question and then do it a second time to make sure he didn't miss anything.

It was then that Soundwave realized Megatron didn't trust him like he used to. Megatron was surrounded by bots who were untrustworthy or consistently failed to meet his expectations. As a result, he had forgotten that Soundwave was thorough in his job.

Soundwave brought back an artifact when the others failed.

Soundwave targeted Cybertron for the space bridge and kept it locked on, granted the bridge was destroyed, but that had nothing to do with Soundwave.

Why was he here?

Why did Soundwave put up with Megatron?

He tried coming up with reasons why he should stay in the Decepticon Ranks, but couldn't come up with one that made up for what he did while he stayed. It simply wasn't worth it.

Long ago, he was happy.

He enjoyed being Megatron's right hand mech.

He had Megatron's trust. Soundwave was his secret weapon, the last resort, and was considered one of the best cards in the deck on the Decepticon side.

Soundwave was a bot most were weary around and for good reasons.

He had been betrayed and now the time had come to put his plans into action.

With great care, he spoke his first words since the war started. His voice cracking with static from great disuse and he could feel his vocalizer straining with the effort. It wasn't like when he played recordings, no, this was his own actual voice. The voice he had forgotten. He knew he had to say this himself; the two simple words that would cause a drastic change in his life forever, "Soundwave: Defect."

* * *

Wheeljack wandered into the medbay with purpose to his stride. "Hey Doc, do you mind if I give you a servo?"

Ratchet glanced over, measuring Wrecker's worth with unamused, blue optics. "You? Help me?"

"Of course, Doc. There's nothing to it." Wheeljack came closer to Ratchet, examining a wound he had caused in the heat of the moment.

"Nothing to it? Wheeljack, I've been a medic far longer than Optimus has been a Prime. You can't just pick up the skills to repair when all you've been doing is destroying."

"Oh Sunshine, don't be like that. I haven't always been a Wrecker. I know how to build things too." Wheeljack scooted closer, servo coming closer to the wound, hesitating as if silently requesting permission to touch. "Trust me."

Ratchet met Wheeljack's optics, searching, but for what, neither could say. Time passed slowly, the two locked into position until Ratchet spoke. "'Jack, be careful." Ratchet shifted his position, giving Wheeljack better access to the last remaining wound he had, a deep cut in his leg, though it wasn't too terribly serious.

Wheeljack grinned, mask sliding into place as he reached for the tools. He could feel himself getting somewhat nervous at the prospect.

What if he didn't do it right?

What if Ratchet never let Wheeljack touch him again?

But if he succeeded…

The possibilities were endless.

* * *

Ratchet watched those black hands shift over him, steady but slightly uncertain. He'd let the Wrecker give it his best shot. If things got out of hand, Ratchet would intervene. He already planned on checking over the repairs once Wheeljack left to make sure everything was how it was supposed to be.

He had to admit, it was relaxing not to be in charge of his own repairs for once, not that he'd tell Wheeljack that.

He shifted once more, getting into an even more comfortable position.

Ratchet felt his frame grow heavy, slowly powering down in preparation for recharge.

"Doc? Did you want to check it out before I wield it shut?"

Ratchet abruptly forced himself out of his initiated recharge sequence. He took a good look at Wheeljack who shifted slightly under the scrutiny. His gaze dropped to the wound, circuitry neatly repaired, not a wire out of place. "Good."

Wheeljack's optics brightened, proud of his achievement as he nodded once in acknowledgement before grabbing the wielder.

Ratchet smiled, glad to know that the Wrecker knew how to do things other than flying recklessly and playing with explosives.

* * *

Flying away from the Nemesis, regardless of the Vehicons and gunfire in general, had been one of the best moments of Soundwave's life. His spark felt like it was floating among the clouds, as light as a feather.

He hadn't realized how much of a cage being with the Decepticons had become. It was constricting, controlling his movements and even to some extent, his own thoughts.

He thought about the overall good of the Decepticons every time he considered getting upgrades, weighing in the pros and cons. Would he benefit more from getting the parts, or would the parts be better off saved for a bot who needed it more. Should he cut back on his energon ration to make the energon supplies last longer?

Soundwave could now do whatever he wanted. He was now completely free. Soundwave didn't have to worry about anyone else but Laserbeak and himself.

Getting away from the rest of the Decepticons in pursuit had been tricky, but not impossible.

Unfortunately, he sustained injuries, but nothing that was life threatening. With enough recharge and energon, his auto repair systems would be able to fix the problems itself.

He sailed through the clouds, large, white and fluffy. It felt so nice to just relax, to fly about with no hurry and no immediate destination. Soundwave hadn't flown like this since he first learned how to fly. He always had somewhere intended, some direction that he must go in.

Soundwave was almost at a loss of what to do next, regardless of his planning. Perhaps just flying around like this, enjoying his time in the sky, would be good enough goal for now.

* * *

Wheeljack was enjoying himself. He had finally gotten Ratchet out of the base, with not only reasoning which could be classified as a bunch of slag he made up and Optimus's support that the medic needed to take a break.

So here he was, riding along the smooth, paved roads of the desert. He knew the perfect place to bring Ratchet. Sure it would have been easier to use a ground bridge or even the Jackhammer, but he chose to go by road. It was longer, but it was a way to make sure the medic could take this opportunity to stretch.

It had been a while since Ratchet had last been for a long ride in his vehicle mode.

Feeling mischievous, he slowed down, matching Ratchet's pace so he was along side the medic. Doing a mental count down, he bumped into Ratchet. "Tag, you're it." Just like that, Wheeljack shot forward, as fast away from Ratchet as he could.

Ratchet, determined, hurried after the Wrecker, pushing himself to his limits. Wheeljack had an advantage of having an alt mode that was made for speed. However, it wasn't going to stop Ratchet.

* * *

In mid flight, Soundwave was alerted to two Autobot signals nearby. Checking his scanners, he hesitated slightly before deciding that this might be his only chance and he might as well take it.

He found himself slightly nervous. This would be yet another deciding factor.

Soundwave couldn't make an accurate prediction as to what would happen. He wasn't even sure if the Autobots would listen to him.

Frag.

Soundwave knew he was forgetting something.

How would he communicate with them?

There were too many options to choose from.

* * *

Ratchet plopped down, chassis heaving as he viciously cycled air to cool down.

Wheeljack wasn't much better.

It was a good thing that no one was on the roads. It made matters easier for Ratchet and Wheeljack to have their fun. It was safer this way and humans couldn't stare at the two, wondering why an Ambulance and a Lancia were out in the middle of nowhere going at speeds even cops would gape at.

Once the two were cooled back down, Ratchet started laughing, a hardy chuckle that sounded more relaxed than usual.

Wheeljack joined Ratchet, the two of them basking in the moment as the sun started to go down, painting the skies in pinks and purples.

Ratchet didn't even notice the Cybertronian on his radar before it was too late.

* * *

Wheeljack stopped, realization that they were being watched. He pushed himself to his peds, Ratchet following suit.

Wheeljack pulled out his cannon, trying to figure it out and still be able to defend himself in the process. It wasn't often nowadays that a Cybertronian went about without a faction modulator turned on.

Judging from the signal, it was a Neutral, but as far as they knew, Neutrals didn't live on Earth.

A soft thud of peds landing Ratchet caught the attention of both of them. Tentacles wrapped around the medic, securing him before taking off again.

Wheeljack watched with horror as Ratchet was carried away. If he tried to shoot, he'd hit Ratchet. He transformed and chased after the jet, pushing himself as fast as he could go to no avail. The jet didn't have to maneuver around the landscape and on uneven surfaces.

Wheeljack was loosing ground. The jet had the advantage.

Even though he was often reluctant to do so, Wheeljack commed headquarters. He needed to get a bridge to the base and then to the Jackhammer that way he could get to Ratchet. Going on land just wouldn't cut it.

He transformed, awaiting the ground bridge. Wheeljack clenched his servos into fists, watching Soundwave carry Ratchet away.

He'd get Ratchet back, even if it was the last thing he did.


	4. Choosing Sides

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 4: Choosing Sides

* * *

**Author's Note: Woot! I finally got this chapter up! I've been trying for a while now, I even wrote an outline of how the chapter was going to go. In the end, I more or less ignored the outline and re-wrote the first part of the chapter no less than 5 times. I feel so proud of myself. I finally like how it turned out...  
**

**Thank you so much for the wonderful reviews. They're greatly appreciated as always and they really did make me not want to give up on this chapter any time soon. It was excellent motivation to get myself typing, that's for sure. Granted it took a while and boy do I mean a while, but it's finally done. Now I just have to start working on the next chapter. Well, I hope you enjoy the chapter and don't mind too much as I ramble on as usual in the author's note.**

**Lastly, this chapter has been edited.  
**

* * *

The clouds were crimson and the skies blue. The view would have been nice if Ratchet were to relax and enjoy himself. The tentacles, however, were wearing at his patience.

The more Ratchet thought about it, the more he convinced himself that the problem wasn't the tentacles in particular; it was the fact that he was technically a captive.

Ratchet hated being anyone's captive, regardless of allegiance.

His optic twitched, a servo clenched. He wasn't about to keep quiet any longer. "Frag you, Soundwave!"

Patience has never been his strong point. Nor will it ever be.

He started struggling again, managing to slip an arm out of the coils. Without a second thought, he pulled a wrench out of his subspace and swung, metal colliding with metal in a loud clank.

Soundwave flinched as his armor was dented in.

Ratchet, feeling the tentacles loosen drastically, pulled himself out and reached for one of Soundwave's wings. Just as he was about to tighten his hold and pull himself up onto Soundwave's alt mode, Ratchet slipped, falling towards the ground far below.

Soundwave dived after Ratchet, one tentacle reaching out and wrapping around a ped. Secure in his hold, he resumed flight.

Ratchet crossed his arms, displeasure clearly written across his faceplate as he was now being carried upside down. Against his better judgment, he threw the wrench up at Soundwave.

He was rewarded with a second clank, though not as hard or loud as the first strike.

Ratchet could only watch as the wrench fell down, away from his reach. With a heavy sigh, he turned his attention to the flight.

A few breems later, a chirp caught his attention. As he looked over to the source of the sound, he spotted his wrench.

As much as he tried to reach for it, Laserbeak flew just barely out of range.

"Frag it, Laserbeak. Come here!"

* * *

Wheeljack's grip on the controls tightened ominously.

It took too long. Too much time was wasted. There was no telling that he was even going in the correct direction. For all he knew, Soundwave changed course as soon as Wheeljack got onto the ground bridge.

He should have properly protected the medic. It was his fault that the two were even out there. Ratchet should have been working on the master computer or straightening up the medbay.

If he wanted to spend time with Ratchet, Wheeljack should have offered to help make spare parts. It would have been the perfect solution to meet Ratchet's need to get work done and satisfied Wheeljack's seemingly insatiable need to be with him.

It would have been safer.

Wheeljack put Doc into danger and didn't even properly protect him when the time arose.

What kind of Wrecker was he? What kind of bot would pull such a stupid stunt? It was his fault and now he could only hope that it was still possible to make amends.

* * *

Bulkhead shifted uncomfortably, watching Wheeljack from the corner of his vision. Even though Wheeljack hadn't said anything since they took off, Bulkhead knew there was something wrong.

He had known Wheeljack for a long time now. He wasn't fooled by the Wrecker's silence. If anything, it was a blatant sign, complete with flashing neon lights.

"What's on your processor?"

Wheeljack answered just a tat bit too fast. "Nothing."

"Jackie." Bulkhead warned, knowing Wheeljack far too well. If he didn't pry, Wheeljack wouldn't answer. It would be better to get it out into the open and hopefully solve it before the other wrecker did something rash.

Wheeljack knew that tone all too well. If it wasn't for the fact that he was flying the Jackhammer, Bulkhead might resort to tackling him and not letting up until he talked. Even though Wheeljack was considered to be strong, Bulkhead wasn't someone who anyone wanted sitting on them.

"Bulk, I-" Wheeljack paused before trying again, forcing himself to say the words that had been going over and over in his processor for a while now. "I… I messed up."

Bulkhead was surprised by the sudden admittance. He was expecting anger and a lot of it. Not this, definitely not this.

"I shouldn't have took our field medic out into an unprotected and unmonitored area without backup. We're still at war. I should have never forgotten that fact."

Bulkhead reached over at patted Wheeljack on the shoulder, trying to comfort his friend. "It doesn't mean you can't be with the medbot. Jackie, he makes you happy. We'll get him back. Decepticons will learn to not to touch Ratchet."

Wheeljack grinned, confidence gradually restoring with every word out of Bulkhead's mouth. "We'll make that fragger pay for everything he's done to Ratchet. No one messes with Wreckers."

Bulkhead grinned. This was more like the Wheeljack from the old days. They could get into so much slag, but it didn't matter. They'd get the medbot back.

* * *

Soundwave gently set Ratchet down before transforming a short distance away. He mentally cringed at the sight of Ratchet getting into a fighting stance. Soundwave wasn't here to fight; he just wanted to talk.

He could only hope that Ratchet would listen.

"Soundwave: _Defected_ from **Decepticons**." Soundwave was tempted to rub his sore vocalizer. It didn't feel quite right. The strain made speech uncomfortable. In the future, he'd have to see if Ratchet would take a look at it and make a few adjustments. That should probably make the pain go away and clear his voice up.

A look of concern passed Ratchet's features. "What's wrong with your vocalizer?" Ratchet was tempted to go closer and check for himself, but Soundwave had been a loyal Decepticon since before the war. This was Megatron's right hand bot. Soundwave was a force to be reckoned with. This could all be a trap for all he knew.

Wanting to try a new route of communication, Soundwave switched to using his recordings. He played a recording of Megatron, editing it slightly. "_It's been a long time…_"

Ratchet tensed up, fully prepared to pull out his blades in order to fight back.

Unknowingly to Ratchet, Soundwave rolled his optics at the gesture. So all recordings with Megatron's voice were out of the picture. So how about Shockwave? "_Lord Megatron_."

Nope.

"_Megatron's a dumbaft. Soundwave, I don't know how you put up with him_." Starscream's over energized voice played. "_If I were leader…_ _*hiccup* I'd end this war. How hard could it be?_"

Soundwave sighed. Not Starscream's either. Matters would be easier if he could hack into a computer mainframe and use the system to relay messages. That's what he used to do on the Nemesis.

However it wasn't considered hacking if he already had access to the entirety of the system.

An idea popped up into his processor. It would be a quick and easy way to communicate, especially seeing how they were out in the middle of nowhere. Now if he could get consent…

Ratchet focused on the message on Soundwave's visor. Carefully rereading it several times.

_May I connect to you?_

Ratchet gave Soundwave a skeptical look. It was an odd way to proposition a bot. "Why should I?"

_Communication._

Ratchet frowned. "Why should I trust you?"

Soundwave carefully thought things through, trying to come up with a logical explanation as to why his past enemy should do so. It was a lot harder than he expected.

It was much easier to come up with reasons against it.

_Never harmed humans._

Ratchet looked surprised by the reply, even dropping his guard before crossing his arms. "What the frag does that have to do with anything?"

Laserbeak flew in from its hiding spot and hovered in front of Ratchet, allowing the medic to reclaim his wrench. It was risky, but it was worth a shot. Once the item was handed over, Laserbeak flew back to Soundwave, settling back onto his chassis.

Ratchet took a good look at his wrench before turning his attention to the still waiting bot in front of him. "No."

Soundwave looked to the sky, watching the stars shining from light years away. He visibly sighed; frame exaggerating the motion that way Ratchet would notice it. Making up his mind, he relied on his tentacles to recapture the medic.

Soundwave tried to convince himself that he had no other choice.

* * *

Ratchet struggled the entire time, trying desperately to get away. He didn't want to get hacked. He knew all sorts of things that Decepticons would pay good credits to get their servos on. Neutral or not, Soundwave could get a good deal from this.

A panel was gently forced open, careful fingers pressing a cable into his port.

A system designed to share data.

He could feel Soundwave's presence as their systems synced. It wouldn't be long now. Ratchet was sure of it.

As soon as he was notified of a successful connection, Ratchet pushed back, trying to hack into Soundwave's data banks instead. To his surprise…

Soundwave let him.

In fact, Soundwave was opening files for him, allowing Ratchet to do as he pleased. Tentacles released him, allowing Ratchet to disconnect at any point in time.

_Soundwave: Want to talk._

Ratchet jumped, surprised by the clarity of the message. It flowed effortlessly into his processor, unhindered, without any effort on his end. It was somewhat calming to tell the truth. "I'm listening."

_Megatron: Used Soundwave like a tool. Soundwave: Had enough. Soundwave: Wish to be Autobot._

Ratchet brushed aside the notification of his medical scanners informing him that he picked up an all to familiar virus in favor of the conversation. It was no big deal; he'd deal with the virus later.

* * *

Wheeljack grinned, noticing the signals that the scanners finally picked up. He turned the shuttle, heading straight towards the two. Soundwave wasn't going to escape.

Not this time.

Ratchet got up and disconnected himself from Soundwave. He had been enjoying the conversation, but it was past time for him to get back to the base. Ratchet had a few things he needed to get to before recharging.

A figure creeping closer caught his attention. "'Jack? What are you-"

"Soundwave let him go." Wheeljack pulled out a sword; moonlight shining on his armor as he came closer.

Ratchet got in between the two, not wanting any conflict this time around.

Bulkhead, who had circled around to the back came charging in from the opposite direction, tackling Soundwave to the ground and pinning the Communications Officer down. "Jackie, I got him!"

Soundwave struggled, but there wasn't much he could do. Bulkhead was heavy on his much lighter frame. His alt mode was a jet after all. Unfortunately for Soundwave, the combination of the Wrecker's weight and an expert hold meant he wasn't going anywhere soon.

Ratchet flared out his armor, making himself appear slightly larger than normal. Pulling out the wrench Soundwave gave back earlier, he threw it at Bulkhead, hitting the wrecker in the helm. "Bulkhead! Let him go!" He spun around so he was facing Wheeljack. "Wheeljack! Soundwave's _my_ patient and you're not going to change _my_ mind! Got it, you pit-spawns?!"

Wheeljack's jaw dropped.

Since when was Ratchet on Soundwave's side?


	5. Integration

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 5: Integration

* * *

**Author's Note: It took a while, but I finally got back into the mood to write this chapter. Thank you for your continued support and reviews are greatly appreciated as always. This one ended up a little bit longer than the others, but I didn't wanted to add a little bit more than I originally had planned. I hope you enjoy it.  
**

* * *

Ratchet was pleased that he managed to get the three into the Jackhammer without much further complaints from either party. Soundwave was, of course, silent the entire time, waiting for Ratchet to make up his mind as to what to do with the jet. Wheeljack was in a state of shock and disbelief, hoping the entire time that he was dreaming and everything would go back to normal in the morning. Oddly enough, it was Bulkhead who was making a commotion.

For the most part, Ratchet just ignored him.

Ratchet wouldn't have ever thought the day would come where Soundwave would be on this side of the war. It was almost too good to be true.

He wouldn't have believed it with his own audios.

Yet his time with Soundwave got him to think otherwise. He listened to what Soundwave had to say. He even looked through various memory files of what Soundwave had faced on an every day basis.

It was dreary work.

Work that was taken for granted by everyone around him.

Frag, even Ratchet would have defected if he were in Soundwave's place.

Ratchet saw a lot about what Soundwave felt over the vorns about Megatron, admiration and respect being some of the major ones.

He wasn't as different from Soundwave than he originally thought.

Ratchet snuck a glance at Wheeljack, a feeling of determination washing over him. He didn't know why, but he wanted the two to get along.

Wheeljack was a good bot, a bit reckless, but still. There were things to love about the wrecker.

Wheeljack didn't give up easily. He even went after Soundwave regardless of the odds being against him.

Regardless of what they had gone through in the past, Wheeljack still knew how to have a good time and pry Ratchet away from his work.

Ratchet now knew from experience that he could let off a bit of steam with Wheeljack as well. He never liked the fact that if he ever wanted to let loose in a sparing match, no one else would fight back. If he wanted that, he'd have to hunt down a Decepticon. But now… now he had Wheeljack.

* * *

Wheeljack focused his optics on the path ahead of them. It had gotten dark long ago, but he was determined to get the medbot back to the base. He was going to make sure of it.

This couldn't be a dream.

The feelings he had were too strong to be a dream.

Too realistic.

He loved Ratchet with his entire spark.

And Sunshine…

Was Sunshine even interested in him? Wheeljack though that Ratchet was, but now he wasn't sure. All of his attention seemed to be diverted from the wrecker to the ex-Decepticon.

What made Soundwave so special? Wheeljack had to work hard to get where he was with Ratchet. Soundwave, after spending a short time with Ratchet, was able to win the medic over. It wasn't right and it wasn't anywhere near fair.

Wheeljack respected Soundwave, that was a given. Who wouldn't after their last fight? Soundwave was a force to be reckoned with, but the bot didn't even talk. How could Soundwave convince Ratchet to side with him without even having the ability to communicate? It frustrated Wheeljack to no end.

Wheeljack trusted Ratchet's judgment, but he wasn't going to let Soundwave waltz off with Doc. No, he'd make sure that Ratchet would be safe.

Maybe one day Ratchet would return Wheeljack's affections.

* * *

Soundwave discretely glanced over at Bulkhead. The Autobot seemed to have stopped complaining of his presence as potential hazard. It wasn't as if Soundwave was going to hack into the Jackhammer's systems and crash it.

Soundwave had been lucky Ratchet was able to get the wreckers to stop trying to fight him. Bulkhead was heavy. He wasn't all that eager to be in that situation again anytime soon.

Ratchet was a bot Soundwave wouldn't mind being loyal to. The bot radiated independence and fairness. Ratchet could heal and was good at it. Granted the medic had a temper with a vocabulary to match, but he wasn't all that bad.

The Decepticons had told greatly exaggerated stories about Ratchet, partly to get young Decepticons to listen to orders or risk being tossed out to Ratchet.

One thing that the other Decepticons had gotten right was the medic's aim and abilities with a wrench. He now knew from firsthand experience how unpleasant it could be. Soundwave would need to be careful as to not irritate the medic or face his wrath. That was a given, but how hard could it be? For vorns he had successfully avoided Megatron's wrath, Ratchet's shouldn't be as bad. After all, Ratchet was a medic; he wouldn't be aiming to kill.

So far, Ratchet was the only one who trusted him. He'd have to change that as soon as possible, but for now, it was for the best that he stayed around the medic just in case. Soundwave had seen many cases where experienced Decepticons targeted the new recruits. Soundwave wasn't an expert on the Autobots, but he didn't want to take any chances. On the positive side, he'd be able to see Ratchet working close up.

Wheeljack was a new face. He didn't know much about him. From what the records he looked through, Wheeljack was a wrecker and an unpleasant one to face. There was something about explosives and being unafraid to use them.

Soundwave found himself wanting to get to know Wheeljack and Ratchet better. There were so many things he could learn. It was as if he was starting a new life and in a way, he was.

* * *

Bulkhead watched Ratchet and Wheeljack going back and forth.

"Doc, come on, you can't really mean you want to bring a 'con into the base."

Ratchet stood with his hands on his hips, an unamused look on his faceplate. "Jack, the Decepticons are bound to be looking for him. If they find him, they'll either torture or kill him. Chances are, both."

Soundwave nodded in agreement. After all, he was the one who used to deal with the deserters.

"Why the base? Couldn't you just bring him somewhere else? He's a big bot, he can look after himself."

"He's in danger. It's the safest way. You didn't complain when I brought _you_ to the base."

"But that was different. I'm an Autobot."

"And now he is too."

Bulkhead grumbled before getting involved. "Look, the boss bot said he was going to wait for our return. I'll reassure him you're back and doesn't need to be up any longer. That'll give you the all clear for whatever you're going to do with the 'con." With that, Bulkhead headed to the entrance, hearing the two restarting their efforts to convince the other.

* * *

In the main room, Optimus sat, beginning to drift off into recharge. He straightened up at Bulkhead's appearance, trying to appear as awake as possible. "Where are the others?"

"They're still outside talking. I had enough and decided to go in."

"Is everything alright?" Optimus questioned with a hint of worry in his voice.

"They're fine." Bulkhead's shoulders sagged in defeat. "They've been talking about personal things I didn't want to get involved in."

Optimus chuckled, a grin appearing on his tired faceplate. "I'm glad my old friend has finally found someone. How long have they been together?"

Bulkhead's optics widened slightly in realization of what Optimus Prime thought about the two. "Well… Jackie's been wanting to be with the medic for some time now…" He feigned a yawn, "We might as well call it a night."

"Indeed. I'm glad to hear Ratchet's back." Optimus headed towards his room, grateful for finally being able to go to recharge.

* * *

Soundwave peeked around the corner, checking to see if the coast was clear. He nodded at the two who then took the lead. It was an interesting area, big and yet organized. He would have never guessed that the Autobots had a base underground. That explained why he had failed to locate it earlier.

Ratchet grabbed ahold of his arm, pulling him along that way he didn't linger too long in one place. Soundwave was tempted to stop and examine every little nook and cranny.

Abruptly, he was dragged into a room, door shutting and locking behind him. Soundwave looked around; curious as to whom the room belonged to.

"Ratchet, are you serious? This is your room. You shouldn't be letting 'cons sleep in here with you."

"Got any better ideas?" Ratchet looked accusingly at Wheeljack. "No one else is allowed in here. I'm the only one with access codes to it."

"Optimus got in." Wheeljack retorted, clearly not happy about the turn of events.

"Yes, well he's not going to use the override codes unless it's serious."

"And hiding a Decepticon isn't?"

Soundwave tuned them out as he went through the things laid out in Ratchet's room. So this is what it was like…

It wasn't long until he had done a complete walkthrough of the room. It was a simple layout, but effective in the way everything was positioned, plenty of room to roam about, but nothing too excessive.

"Doc, I refuse to sleep on the floor again."

"It's my bed and there isn't enough room for the three of us. You don't have to be here you know."

"I'm your bodyguard."

"My what?" Ratchet paused, replaying the statement once before giving Wheeljack an indigent look. "I don't need a bodyguard."

"You insist on keeping him here with you. I won't be able to recharge with the knowledge that you might not be safe."

Soundwave snuck past them, which happened to be quite easy seeing how they were too distracted notice and lounged out on the berth, shifting around until he found a comfortable position.

He feigned recharge when they finally noticed him. To Soundwave's surprise, the two worked together, picked him up and placed him on the ground. They then went back to arguing as to who should get the berth.

Couldn't they just share it?

Soundwave wasn't against sleeping on the floor; in fact, he could sleep just about anywhere at this point, especially because he knew it was safe.

Knowing the two weren't getting anywhere, he sent out his tentacles to wrap around the two, bringing them down to the ground with him. On his visor he displayed one word:

_Recharge_

He was surprised at how easily they gave in.

* * *

Ratchet was the first to wake up. He was a bit stiff, but it was nothing serious.

He stretched out and got up, deciding on starting his day in the medbay. There were a few things that he didn't get to last night that he still needed to get done.

With one last glance before leaving his room, he spotted Wheeljack and Soundwave sound asleep on the floor. It looked as if they had completely forgotten the existence of the other.

* * *

Wheeljack slowly came online, the memories of the night before replaying in his processor.

He jerked back in surprise, not expecting to see the Communications Officer laying right there, facing him on the floor.

Wheeljack scrambled to get up, putting enough distance between him and the other bot.

Soundwave got up, apparently used to such a reaction. Soundwave looked around before heading towards the door, not even attempting to communicate with Wheeljack.

"Hey, where do you think you're going?" Wheeljack hurried after him.

* * *

Ratchet entered the main room in order to access the main computer. He glanced towards the entrance as Agent Fowler came in.

It wasn't abnormal for Agent Fowler to stop by to pay them a visit, but he didn't think that today would be one of those days. "Agent Fowler, is there something I can help you with?"

"Ratchet." Fowler acknowledged him, gaze doing a quick sweep of the area. "Where's Optimus Prime. I need to talk to him."

"He should be awake soon." Ratchet's spark missed a rotation as he spotted Soundwave coming down the hallway, Wheeljack not far behind. "Slag." He muttered under his breath, heading towards them to prevent Agent Fowler from spotting Soundwave.

Wheeljack, noticing Ratchet's haste, cut in front of Soundwave, effectively blocking most of Soundwave from Agent Fowler's view.

"Who's that? A new recruit?" Fowler questioned, only seeing small portions of Soundwave.

"Yes. He's new." Ratchet replied, helping Wheeljack hide Soundwave. "We need to show him where the wash racks are."

"What's his name?" Agent Fowler called after them.

"Introductions later. He's filthy." Wheeljack assured Fowler, helping Ratchet push Soundwave back down the hallway.

Soundwave stopped in his tracks, knowing full well that they had been caught.

"Frag it, Soundwave. We need to go." Ratchet gave Soundwave a rough push.

Soundwave stumbled slightly, trying to show Optimus his respect.

"Ratchet, my old friend, what's the meaning of this?"

"Optimus?" Ratchet frowned, knowing he could hide Soundwave no longer. "He defected from the Decepticons. Soundwave has nowhere else to go. He wants to join us. He invited me into his mind. Optimus, please, he's serious about this."

Wheeljack gasped, "You did what? Ratchet!"

"Is this true?" Optimus questioned the trio.

Soundwave nodded, fully prepared to have to fight his way out of the base.

A long silence passed. It was Optimus who spoke up once again, "Ratchet, I trust your judgment. It's up to you to keep an eye on him until he can prove himself a trustworthy Autobot. Make sure no harm comes to him."

Wheeljack was about to protest before Ratchet cut in. "Optimus… Thank you."


	6. Changes

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 6: Changes

* * *

**Author's Note: I want to thank everyone for the massive amount of support that I've been getting lately. It's awesome to know that so many people are interested and want me to continue on this story. I don't think I've ever gotten 9 different reviews for one, single chapter before. I was so amazed and still am for that matter. I figured this story would just be something off to the side that I'd like working on a few people might read from time to time. How wrong I was. Well, either way, sorry it's a little bit shorter than usual, but I found a perfect spot to stop it for this chapter. If there's any requests as to what you might want to see or happen in the story, feel free to let me know, regardless if it's in a review or a private message. I'll see what I can do about it.  
**

* * *

"Hey, Doc. When was the last time you refueled?"

"Yesterday." Ratchet muttered, keeping his optics on the work in front of him.

Wheeljack came closer to Ratchet, placing a servo on the medic's shoulder. "Why don't you and I refuel? We both need it."

"When I'm done here." Ratchet replied, popping off a slate of armor and placing it on a nearby table before working on removing a second one.

Wheeljack did a double take, having not paid any attention to the other inhabitant of the medbay. It didn't take long for him to identify the armor.

It was _him_, Wheeljack's only competition for Ratchet's affections.

Soundwave wasn't doing anything. The bot sat perfectly still as Ratchet continued removing damaged pieces of armor, revealing the more delicate circuitry beneath. Soundwave wasn't complaining or even showing any signs of discomfort.

Wheeljack twitched ever so slightly, becoming aware that the ex-Decepticon didn't even acknowledge his presence.

What was with this bot?

Was Soundwave _that_ certain that he was going to win Ratchet?

Maybe the two already bonded, after all, Ratchet didn't go into great detail as to what it was that the two had done in his absence. Then again, the dents in the armor sitting on the table showed otherwise.

Those were definitely the mark of a wrench.

Wheeljack shuddered in memory of just what it could do in the servos of Ratchet.

Soundwave wasn't as special as Wheeljack had originally thought.

Ratchet hadn't chosen yet.

There was still time.

Wheeljack was snapped out of his thoughts when armor was suddenly pushed into his arms, a stern medic looking directly at him. Wheeljack could have sworn he saw Soundwave shift slightly to get a better view of what was going on, the sly fragger.

"If you have time to stand and stare; you have time to help me." Ratchet went on, "You know how to deal with dents, so take them out."

Wheeljack looked at the armor apprehensively before bringing it to a suitable workstation. If this was what Ratchet wanted, he'd do it.

"I don't care." Ratchet stated in a matter of fact tone, obviously replying to whatever it was that Soundwave had to say. "He knows what he's doing and that should be good enough for you."

Wheeljack grinned, grateful he had Ratchet's trust. Perhaps he wasn't pursuing a lost cause after all.

* * *

Soundwave watched apprehensively as Wheeljack came back up to Ratchet, trying once again to flirt with the medic as Ratchet was attempting to read through his medical reports in depth. Didn't Wheeljack have anything better to do?

Repairs done and armor reattached, Soundwave got up from his perch, grateful to stretch his legs. He wandered around the medbay, noticing that for once, Wheeljack wasn't watching his every move. The wrecker was trying to convince Ratchet to do something and failing miserably.

It was somewhat humorous, but deep down, Soundwave missed such interactions. It was like watching bots in his hometown before he became a gladiator, before things became such a mess.

Soundwave surprised himself with the realization that he wanted to be apart of those interactions for once in his life. He didn't want to be the one watching off in the sidelines. He wanted to be an active participant.

Wanting to give them space, Soundwave wandered out of the medbay, his curiosity kicking in. He headed closer to the land bridge controls, admiring the time and skills necessary to make such a device. The same servos that repaired him made a working device that was successfully used on numerous occasions.

The Autobots were lucky to have Ratchet on their side.

Ratchet seemed very pleased when he gave the bot the medical files that he took from Knockout's office. It had been a good idea and the medic was in such a good mood, he even removed his Decepticon insignias, replacing them for the Autobot ones.

He brushed his fingers across one of them, new metal gleaming in the lighting of the base, a new feeling of confidence overwhelming him.

He would make a difference here.

Here, he'd be appreciated.

Soundwave stopped at the master computer. So this was yet another creation of Ratchet, if the grand tour he got after being introduced to a rather cautious group of 'bots was correct.

Such craftsmanship and reliability.

And password protected.

He was tempted to hack it, mainly to see how long it would take. Granted he still intended on giving the Autobots a vast portion of the Intel he had gathered throughout the vorns, but the temptation was still there.

"Soundwave!" Ratchet yelled at him, gathering the attention of the rather startled communications mech. Ratchet stomped over to him, followed closely by an amused Wheeljack. "What do you think you're doing?"

Soundwave quickly replied, suddenly feeling as if he had been caught red handed with a freshly made energon cookie.

_Depositing data_.

He could see Wheeljack snickering behind the medic, earning a smack to the helm.

Ratchet glared him down, making Soundwave feel small and insignificant. "You have a virus and you better not connect to anything or anyone until I get an anti-virus made."

_Virus?_

Ratchet sighed, knowing he had forgotten to tell Soundwave something. "When we went after the same artifact, we infected Laserbeak with a virus that was then transferred to you. It's nothing harmful, we just needed to get the data of the Iacon Database here."

Soundwave nodded in understanding. It was a war after all and they were only doing what needed to be done. It was impressive work though; his scanners kept coming clean, though they weren't as sensitive as a medic's when it came to finding technical problems.

"Good. 'Jack, keep an optic on Soundwave. Soundwave, do the same for 'Jack. I don't want either of you getting into trouble."

Wheeljack straightened, "What about the energon?"

"I'll have some later. Get some for both you and Soundwave. I have work to do." Ratchet retreated back into the medbay, intent on getting work done.

Wheeljack faced him, clearly uncertain as what to do next. "So… Soundwave."

Soundwave turned on him, heading towards the humans instead, sequestered in their own little corner of the base's main room with a videogame.

It wasn't that Soundwave was intending on being rude, he just wanted to see what would happen if he ignored the wrecker. It was that and he knew Wheeljack didn't want anything to do with him, so why not spare him the pain and misery of having to do so?

"Soundwave? What are you doing?" Wheeljack hurried after Soundwave, spotting a worried looking Bulkhead who had been watching the humans in their competition.

Soundwave, once getting close to them, hunched down to get a better look. They were fascinating creatures. How was it that a human was able to interfere when as he was trying to target Cybertron for the space bridge?

Miko was the first human to notice his presence, getting up from the presumably comfortable couch to get a closer look. "Hey, 'con, how do you like being on the winning side?"

Soundwave remained silent, not knowing how to respond, let alone where to start. How much did these humans understand?

"I see, the quiet type." Miko came closer, which to most, would be considered insane seeing how she didn't even know Soundwave, let alone how he'd react. "So how come you didn't hurt us?" She waited for a response before asking yet another question. "Are the Decepticons the ones responsible for the crop circles?"

"Miko!" Bulkhead interfered, not wanting Soundwave to be offended by her questions.

"I'm just saying; if the Autobots aren't making them, then it has to be the Decepticons. Right?" She looked back at the others, trying to see if they'd back her up.

Soundwave decided then and there that he might as well amuse the humans. What bad could happen to letting them in on some info that even Megatron didn't know?

_Vehicons: Favorite pastime._

"See? I told you it was-" Miko responded to the criticism of Ralf and Jack, only to look back at Soundwave. "Really?"

Soundwave nodded. Soundwave used to let the Vehicons off the Nemesis for a few earth hours to have some fun.

"Bulk, I like him. Can we keep him?" Miko looked at her guardian with an expectant look on her face.

Bulkhead grumbled a few words in Cybertronian before replying in English. "Ratchet already brought him home."

"Why would Ratchet bring a 'con home? No offense, he's a cool 'con, but why Ratchet?"

Wheeljack narrowed his optics at Soundwave who had turned his attention to the game on pause. Soundwave, like before, ignored him.

* * *

Ratchet sighed in relief once his task was finally done. It had taken all day, but here it was.

Done.

Thank Primus.

Oh thank you, Primus.

Ratchet massaged the back of his neck. He wasn't sure if he would be able to last another hour hunched over trying to make the anti-virus for the stubborn virus born from the Pits of Unicron.

He got up, stretching more as he went. Hopefully the two didn't cause too much trouble while he was busy.

"Soundwave, get your aft over here!" Ratchet called across the room, wanting to just lie down and get some recharge.

Soundwave got up, apparently having made himself comfortable on the floor as the humans, Bulkhead and Wheeljack took turns telling stories. How 'Jack got dragged into the whole mess, Ratchet would probably never know. It was getting late though and it was about time for the humans to go home.

* * *

Wheeljack grabbed three cubes of energon, knowing perfectly well that everyone else had already refueled hours prior.

Soundwave was a bot that he had grown more accustomed to being around. Soundwave wasn't _that_ bad of a bot.

Wheeljack wondered why it was that he was the only one that Soundwave ignored. Wheeljack had watched Soundwave at least acknowledge the uncomfortable Autobots, even going as far as to make short replies to the humans or communicate with Ratchet, but Wheeljack didn't get a single nod, let alone any form of greeting.

He found himself determined to not only gain Ratchet's love, but to gain the attention of Soundwave. He wanted to know what it was that went through Soundwave's processor.

What made Soundwave the bot that he was?

It was interesting that Soundwave was willing to get so comfortable around the others in a session of telling sometimes very extravagant stories. Granted he noticed Soundwave shifted uncomfortably every time Bulkhead got too close, but being tackled by the wrecker was something that most didn't forget about anytime soon.

Wheeljack wanted to know everything there was to know about Soundwave, even if he wouldn't admit it out loud. His actions spoke loud enough already.


	7. Getting Answers

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 7: Getting Answers

* * *

**Author's Note: Once again, I find myself thanking my awesome readers and reviewers. It's nice getting feedback as to how things are going from your end. I write the story, but I don't always know if it's good enough or not. Support is great, it really is. I'm glad that I made people's days better with my last chapters and hopefully this one will do the same.**

**Also in response to youllbeinmyheart1997 as to why it is that Ratchet doesn't weld Wheeljack to the ceiling in chapter 2, well, it's really simple. Ratchet was tired and wanted to recharge. It wasn't worth effort to get Wheeljack welded to the ceiling, or berth for that matter because that would involve Ratchet picking up said bot. He wanted to make sure that Wheeljack didn't pull anything while Ratchet was asleep, so he decided to just weld the bot where he landed. I hope that helps or makes any sense for that matter. Ratchet can be lazy just like the rest of us.**

* * *

In Ratchet's opinion, the mornings were the best part of the day. Most were still asleep, meaning the rest of the base was pleasantly quiet, the perfect time to think and prepare for yet another day of work. It was this peace, the calm in the eye of the wild storm, which reminded Ratchet of back home, long before the war began.

His medbay had been so clean, scrubbed until each and every tile was spotless, everything organized and ready for every injury under the great sky. He was the first to show up and the last to leave. That was just how things were. Ratchet worked the longest shifts and made sure that his care would be available to everyone, regardless of trade and social status.

Once the war was over, Ratchet wanted to settle down and open a medbay, continue his medical practice until he offlined. Perhaps he could take a few apprentices before that time, maybe more if he lived long enough and there were bots available to train.

As long as Ratchet could remember, he had a soft spot for sparklings. He smiled at the idea of having his own sparklings, caring and raising them as he had seen others do throughout his career.

But he'd have to find his potential bondmate first.

With a dwindling population, there was a high probability that the bot had already been offlined. Ratchet sighed, the hard, cold truth shooting down his hopes for the future. If anything, he'd be able to care for those around him and hope that would be good enough.

There was a polite knock at the door to the medbay.

Ratchet looked over from his spot, knowing it would be at least another few hours before most usually woke up.

Soundwave entered, giving Ratchet a small wave as he approached the medic.

Ratchet noticed that Soundwave was alone, Wheeljack nowhere in sight. The wrecker was probably still recharging. "What can I do for you?"

_Vocalizer maintenance._

Ratchet cringed, an image of Bumblebee coming to mind, the look of frustration on the young scout's faceplate at yet another failed operation. Ratchet had done all he could do. He repaired the majority of the injury that Megatron had inflicted, but it still wasn't good enough. Bumblebee couldn't talk.

_Ratchet?_

He had done so many scans, even experimented with new techniques, but the problem was, he couldn't get a few of the components to function properly. Most of the vocalizer was back to normal, but not the part that would make the scout happy.

Why couldn't Ratchet fix him?

He was supposed to be better than this. He was the CMO. Ratchet had been a medic for longer than most could remember. That alone made him feel worse about the situation. It should be a lot easier than it was. Bumblebee was counting on him and all he did was crush the scout's hopes of ever using his vocalizer normally.

Soundwave's vocalizer strained, static lacing his single word. "Ratchet?"

Ratchet refocused on Soundwave, pulling himself out of the haze of turmoil. His spark clenched at the memories, believing he'd do the same with Soundwave as he did with Bumblebee.

He didn't want to hurt Soundwave.

"I can't help you." Ratchet turned away in shame, knowing what he was doing was going against his motto. He didn't want to build false hope in the jet. Ratchet didn't want to fail again.

* * *

Soundwave left the medbay in confusion. This was a side to Ratchet that he had never seen before. Ratchet had done so many things throughout his functioning that most didn't even hope of completing. Since when did a medic make a fully functional ground bridge? Honestly, engineers did that kind of stuff, not medics. Last Soundwave checked; Ratchet wasn't trained to be in that trade.

What happened to the content Ratchet he found this morning?

Where'd the confidence go?

What happened to make Ratchet so uncomfortable?

Two words made the change: vocalizer and maintenance.

From what he had seen, maintenance was something that shouldn't affect the medic, then again both shouldn't. Soundwave had watched Ratchet use the word maintenance multiple times and it didn't bother him.

However, he wasn't sure about vocalizer.

Ratchet was known to be a thorough bot, even on the Decepticon side. He wasn't one to leave a job unfinished and yet he didn't do anything about Soundwave's vocalizer the day before when Soundwave had undergone repairs. Granted the bot also made an anti-virus and had been busy, but he didn't even mention Soundwave's vocalizer.

Soundwave knew there was something wrong with it due to how uncomfortable it was to speak at this point, but seeing how he could still do so, the work shouldn't be _that_ bad.

Even then, why didn't Ratchet even acknowledge it?

Did the medic just forget to make an appointment?

That was highly unlikely.

Soundwave glanced around the room, catching sight of the main computer. It wouldn't be hacking, it was just figuring his own way into it until Ratchet gave him the appropriate access codes. If caught, he could always claim that Ratchet wanted him to compare data with what he already had and forgot to give him the access codes. Ratchet was a busy mech and Soundwave didn't want to disturb him for such trivial matters.

Yes, that was a perfectly logical explanation as to why a former Decepticon would be up so early and poking around files for information might or might not be there in the first place.

Frag it all to the pits. Why not just ask an Autobot what they know? It would be simpler, right? Then again, they're probably still recharging.

Soundwave could always hack them. It wasn't like hacking a bot on the same side of the war as him, especially while said bot was recharging, would be anything new. Soundwave had done it numerous times. It wasn't very difficult. It was a breeze, it really was. Hacking a recharging bot was so much easier than doing so when said bot was awake, resisting and possibly screaming as well.

Anyway…

Soundwave wouldn't have to go down that route because he could just nicely ask them. Autobots were more into the 'being nice to each other and presumably tell the truth' than the Decepticons who were more interested in 'lying to see if the glitchhead would notice'.

It was for that exact reason why Soundwave would hack is fellow teammates more often than ask nicely.

* * *

Wheeljack followed Ratchet around, a concerned look on his faceplate. "Doc, come on, why are you being like this?"

"Like what?" Ratchet grumbled, still walking away. He had things to do; didn't Wheeljack realize that?

"Like that!" Wheeljack declared, almost tripping over his own ped in the abrupt movement. "You're trying to avoid me, aren't you? Come on, Ratchet, tell me, what did I do wrong?"

"You did nothing wrong, now leave me alone. I have things that need to be done." Ratchet did a quick turn, almost losing Wheeljack to the wall in the process.

"Doc, you're avoiding me."

"I'm not avoiding you, I'm simply walking away."

"Fine, you're avoiding everyone." Wheeljack grabbed Ratchet into a hug, doing his best not to let go as Ratchet attempted to keep walking.

Ratchet finally stopped, not wanting to haul the wrecker with him. "Wheeljack, has it ever occurred to you that I might want to be alone every now and then?"

"Sunshine, you've had this look on your faceplate all morning, something's on that processor of yours. Soundwave and I are here for you, even if the fragger won't acknowledge me, he'll communicate with you."

"Wheeljack, I want to be alone right now."

Reluctantly, Wheeljack complied, watching as Ratchet retreated into the medbay.

If Wheeljack wasn't the cause for Ratchet's mood, then wouldn't Soundwave know? After all, the jet had been up much earlier than he had.

Now where was Soundwave?

It didn't take Wheeljack long to find Soundwave. If he wasn't being ignored so much, the wrecker was tempted to think that Soundwave had been looking for him. "Soundwave, what's going on with Ratchet?"

The silence would have been unnerving if he hadn't already gotten used to the treatment.

"Come on. I know you know something." Wheeljack paused, trying without any success to see through the visor. "What's going through that mind of yours?"

Having come to a conclusion, Soundwave reached over to Wheeljack, grabbing the wrecker's arm and pulling him down the hall.

Wheeljack was ecstatic; Soundwave was actually paying attention to him. What caused Soundwave to start doing so? Why was Soundwave behaving in the way he had been?

The two stopped by the door to Ratchet's room. Soundwave hesitated, giving Wheeljack the impression that Soundwave wanted him to open the door. "Look, Soundwave, I don't know what you want with me, but I don't know the access codes. Face it; we're not getting in without Ratchet. I doubt he'd want us tearing the door down either way."

Soundwave started hacking the door, much to Wheeljack's amusement.

"I don't think you'll get that open. Doc has some tight security on that, not that I tried or anything."

The door opened, much to Wheeljack's amazement. Soundwave grabbed Wheeljack once again and pulled him inside the room.

"Alright, I see, you know how to get in here by yourself, but why are you paying attention to me now? I need to get back to Ratchet and figure out what's going on seeing how you won't tell me anything." Wheeljack gave Soundwave an accusing look. "I don't care if you don't like me, but Ratchet comes first."

It was true that Wheeljack thought Ratchet's well being came first, but he did care about what Soundwave thought. Soundwave had become an obsession. It was odd how one cycle he could care less about the ex-'con and now he was trying to get the attention of the very same bot.

Soundwave was the first to ever completely ignore him.

He was fascinated by the enigma that was Soundwave.

_Connect?_

Wheeljack looked at Soundwave in surprise, noticing how Soundwave sat down on the floor with his back up against Ratchet's berth, patting a spot next to him to signify where he wanted Wheeljack to sit.

Wheeljack hesitated, not knowing what to do. Was this what Soundwave did with Ratchet? Was it some kind of trick?

Curiosity got the best of him.

* * *

Ratchet sat in his locked office, thinking. He had already done his paperwork and now his files were completely up to date.

What did Wheeljack mean about having both he and Soundwave to talk to?

What did they mean to Ratchet?

Then realization hit. Ratchet jerked back, smacking a stack of datapads that had been nicely organized only moments earlier.

How the frag could he have missed that?

All this time, he had been wrapped up in his own little world, surrounded by work and the necessities of everyday life as a medic, that he didn't realize what feelings he had been hiding.

He loved both Wheeljack and Soundwave.

Instead of getting one, he now had two, both of which appeared to care for him as well. How could he be so oblivious? He had been looking at them both and hadn't noticed a thing while his spark tried reaching to them, calling them closer, hoping that they'd get along.

Ratchet stood up; intent on telling them right away when an idea crossed his mind, causing him to plop back down.

What if they made him choose one or the other?

Could Ratchet make the decision?

Feeling a bit more like his normal self, thoughts of Bumblebee pushed aside, he got back up. If they loved him like he thought they did, they wouldn't make him choose and that would be that.

Confidently, he headed to the door, unlocked it and…

"Hey Doc, what's the big rush?" Wheeljack shifted guiltily, giving Soundwave a quick glance.

Soundwave pulled back, trying to hide the fact that he had been in the middle of hacking the door.

"What the frag were you two doing?" Ratchet asked on reflex, even though it was obvious. Soundwave was hacking the door while Wheeljack was waiting patiently to go in. "Since when do the two of you work together?"

Wheeljack shrugged, "Since he stopped ignoring me."

Soundwave nodded in agreement.

"Ratchet, Soundwave and I both agree that we need to talk."

Ratchet pulled away from the door, motioning for them to come into his office. "Good. I wanted to talk as well."

The three decided, without speaking that they'd sit on the ground for this. After all, there was only one chair and it was bound to be a long conversation.

Wheeljack spoke up, "We noticed that you've been… different lately. You're obviously being bothered by something and Soundwave suggested it has to do with vocalizers. Is it Bumblebee?"

Ratchet was surprised, how'd they figure it out? He nodded slowly in confirmation.

"You're still a great, kick aft medic. Look, if you can't fix Bumblebee's vocalizer, no one can. It's not just you. Doc, you shouldn't let it effect you this much."

Ratchet sighed, "I can't help it, 'Jack. You weren't the ones to crush his hopes. He's young. He shouldn't have to go through this."

_War changes things._

"I know." Ratchet stated.

The three sat in silence for a while, unsure as what to do or say next. Oddly enough, it was Ratchet who broke the silence. "Soundwave, I want to try the operation. I want to know if I can pull this off."

Wheeljack grinned, "That's the Ratchet we all know and love! How about I work as your assistant?"

"No." Ratchet answered. "I want to do this one on my own."


	8. Operation

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 8: Operation

* * *

Wheeljack tried the best he could, to sit down and stay that way. It was said that time makes matters easier, but for some reason, he was experiencing the exact opposite. The itch, the need, to move wouldn't go away, even as he fidgeted in his chair like a youngling sent to the corner as punishment.

He got up, starting to pace restlessly in front of the medbay doors, desperately wanting to know how everything was going. Soundwave had been given sedatives and as soon as they started to take effect, Ratchet threw him out of the medbay and locked the doors.

So here Wheeljack was, worrying about the two and trying to remove his restlessness. He was tempted to go for a drive or fight Decepticons to get his mind off of the procedure. Yet he was hesitant to do so, wanting to be nearby in case if the base was attacked or was needed as an extra pair of servos in the medbay.

The sound of two bots entering the room startled Wheeljack, causing the bot to swing to the side, swords drawn and ready to strike.

Bulkhead chuckled, "Hey Jackie, what's going on?"

Arcee quickly convinced herself that Wheeljack wasn't a threat and stood as she would when normally talking to bots. "Is he usually this jumpy?"

"Not often." Bulkhead paused, shifting to get a better look at Wheeljack. "So Jackie, what's the medbot up to?"

Wheeljack loosened up, putting his swords away and resuming his pacing. "Doc's working on Soundwave's vocalizer."

Bulkhead nodded in understanding and decided to sit in the spot Wheeljack had vacated, "Jackie, calm down, Ratchet knows what he's doing."

Arcee crossed her arms, being completely truthful, "How can you be so sure? What about 'Bee's vocalizer?"

Wheeljack stopped in his tracks, giving Arcee an accusing look, "That's why Ratchet didn't want to work on Soundwave's vocalizer in the first place! Why don't you 'bots give Doc some slack? Bumblebee's vocalizer was slagged to the pits and back. If it wasn't for him, 'Bee wouldn't be able to use it at all!"

A look of understanding crossed Arcee's faceplate. "You're right, we've been too tough on him." She sat down next to Bulkhead, watching Wheeljack continue his almost frantic pacing.

* * *

Megatron sat in his throne, drumming his fingertips on the armrest, helm resting in the palm of his other servo. He could feel yet another processor ache coming on.

There was so much that was wrong and not enough that was right.

Soundwave never allowed him to get something so lowly as a processor ache. In fact, Soundwave dealt with most, if not all of the problems on the Nemesis. It wasn't until recently that Megatron discovered that his crew wanted things to _actually_ be done about their problems.

Sure he knew about problems in general, but he never dealt with it, let alone given it a second thought. It just never popped back up again and the issue would be dealt with automatically.

Shifts were getting smaller and smaller, many skipping out or having passed out from sheer exhaustion as their replacements never came and then having to be dragged to the medbay.

Knockout was overwhelmed with patients and didn't have enough time or supplies to deal with it. No one made sure that Knockout's request for supplies was filled, let alone added to the list of things to get. Even then, the list that had been so meticulously updated by Soundwave was lost in a pile of datapads, most likely never to be seen again.

Dreadwing didn't know what to do about the sudden expectations and tasks heaped upon him, increasing with every passing cycle.

Steve was elected by the Vehicons to be their next representative, having to communicate directly with Megatron. It was a job that required more luck than skill.

Energon wasn't being properly rationed and they were at an all time low, causing the members of the Nemesis to mutter about the possibility of a mutiny from the shadows, which was slowly taking over the halls due to the ship getting low on fuel.

The Nemesis's systems were shifting to settings that would save energon without crashing in the process. It was one of the safeguards Soundwave had put into place when the Decepticons first got it. Soundwave knew the ship and every little detail about it far better than any other bot still alive.

Megatron growled from the shadows, making Steve jump and scurry out of the room as fast as he could. The last Vehicon representative was still in the medbay because Megatron had lost his patience and shot him.

Megatron now knew what Soundwave was trying to show him. He had severely underestimated how much he and everyone else on the Nemesis depended on the third in command. Soundwave was under appreciated and never thanked for his loyal services.

Soundwave was necessary, the secret support system to the entire Decepticon cause, and knew how to keep everything functioning smoothly regardless of what problems they faced.

Soundwave defecting?

Pah, it was a ploy, a plan intended on making Megatron and the rest of the crew believe he was truly gone and be unable to depend on him.

It had to be a test to see how well they could survive without Soundwave. Or perhaps even a way of opening their optics to how much they needed to spread out the tasks in case if he ever offlined.

It could always something top secret and of great importance, a way to infiltrate the Autobots, making them believe that Soundwave was one of them before taking the Autobots out once and for all. Soundwave was a spy after all. Megatron didn't keep Soundwave around for nothing.

It wasn't possible for Soundwave to _actually_ _want_ to defect.

Regardless of the reasons behind Soundwave's absence, Megatron decided that he needed Soundwave and would do whatever it takes to get him back. Soundwave had been far too loyal for far too long without being properly rewarded.

It was now obvious that Dreadwing wasn't fit to be his second in command.

Megatron accessed the computer consul and entered one of Soundwave's most commonly used programs, one that allowed the communications mech to send messages to the entirety of the crew.

_Soundwave, when found, is to be informed of my desires to speak with him. He is to be treated with utmost respect, as my new second in command, and any who so much as dents a single slate of armor is to face my wrath._

_-Megatron_

As expected, it didn't take long for Dreadwing to comm. him.

"What is it?" Megatron replied abruptly.

"Sir, is it true? Soundwave is now second in command?" Dreadwing sounded confused, but at the same time, relieved of the workload he had been trying to maneuver in.

"Yes and you better listen to him." Megatron replied half-heartedly, "You've been demoted to third in command."

He cut the comm. line, intending on going back to his throne when a beep caught his attention. On the screen of Soundwave's most commonly used consul was a message, or more accurately, a message informing him of numerous messages that had been stock piled.

Megatron looked at it with slight curiosity, attempting to see what the messages were about when he was prompted to supply a password. He leaned in, examining it closely before trying each and every one of his own personal passwords.

Each of which failed.

Shrugging, Megatron left it be, intent on letting Soundwave deal with it later. After all, 4117 messages wasn't _that_ bad. How important could it be?

* * *

Optimus was surprised to find Arcee and Bulkhead sitting near the medbay, waiting patiently as Wheeljack paced about. "What's going on?" Optimus questioned, watching Wheeljack's every movement.

"Ratchet's working on Soundwave's vocalizer." Bulkhead answered, motioning for the Autobot leader to join them.

Optimus took the offered seat without further questions. He knew how hard Ratchet had been working and wished the two the best of luck. He, just like Arcee and Bulkhead, wanted to see how the operation turned out.

* * *

One Vehicon looked to the other, letting out an exasperated sigh of frustration. "Nothing."

"Nothing?" The second questioned, hoping that she had heard him incorrectly.

"Nothing." The first confirmed, awaiting orders from his superior.

"Try again in another five breems." The Vehicon commanded, "But first check in with the mine: Alpha 7."

The first complied, "This is Omega 1, pick up mine: Alpha 7."

"Alpha 7 reporting." A higher pitched voice answered.

"Alpha 7, progress report."

"Alpha 7 is in the clear. Functioning normal, energon production at an all time high, surplus of energon in storage and no contact with the Nemesis."

The femme leader sighed, motioning for her communications bot to cut the connection. Something wasn't right. The Nemesis kept regular contact with each and every mine and yet none of them had any contact with the Nemesis for some time now. Fully refined energon was piling up and the Decepticons were growing worried.

Did the Decepticons lose the war?

* * *

They watched as Bumblebee entered the room. The scout had clearly been wondering where everyone else had been spending the day and was intent on finding out.

Arcee motioned to the vacant seat next to her, "Join the club."

* * *

Ratchet watched as his patient slowly came online, sedatives lingering in his systems, making the bot delirious.

In all honesty, Ratchet should have let Soundwave recharge until the remains of the sedatives were filtered out, but Ratchet just had to know, was his operation a success? The scans he had done showed that it was, but even then, he wanted to be absolutely sure before taking a break.

"Soundwave." Ratchet examined his patient closely, scanner ready and aimed at Soundwave's vocalizer. "Say something."

"Ratchet?" Soundwave muttered, "You're pretty."

Ratchet grinned, happy to know that it was a success. The scan was clean, everything was functioning normally and Soundwave wasn't experiencing any discomfort.

A swell of relief washed over the medic.

Ratchet did it.

He wasn't a failure.

He was… pretty?

Ratchet looked down at his patient who was sitting up and looking in his direction. "Did anyone ever tell you that you're gorgeous?"

Ratchet answered slowly, "No."

"They should." Soundwave plopped back down on the berth. "Ratchet's really, really pretty. Are all medics pretty?"

Ratchet decided to ignore the jet. He went over to the doors, unlocking and opening them.

"Medics save life." Soundwave muttered in the background, staring up at the ceiling, fascinated by the subtle marks left from the brushstrokes when it was painted. "Angels of Prima bring sparks to the well and reunite bondmates. They're kind and compassionate…"

Wheeljack, Bulkhead, Arcee, Optimus and Bumblebee stopped what they had been doing to keep themselves occupied and gave Ratchet their full attention.

"The operation was a success." Ratchet stated professionally.

The others got up, each congratulating him. Bumblebee hugged him unexpectedly which led to a group hug, Ratchet stuck in the middle with no opportunity to escape.

"Angels of Prima are beautiful and save lives." Soundwave was drifting off into recharge when he suddenly blurted out, "Ratchet's an Angel of Prima!"

Much to Ratchet's displeasure, the others laughed and agreed with Soundwave. However it was decided that he was an oddball because he had a temper and had nothing against cursing profusely.


	9. The Plan

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 9: The Plan

* * *

**Author's Note: So for starters, I regret having not gone over the last chapter a lot like usual and having a lot of other things going on is really no excuse for me going ahead and posting a chapter that I wasn't entirely fond of in the first place. So when I had a lot more free time, I rewrote the entirety chapter 9. I'm sorry about the inconvenience, but hopefully this chapter and the next make up for the poor quality of the chapter 9 that was originally posted.**

* * *

Knockout took one last glance at the darkened medbay before heading to the Rec Room. He had requested a week off, mainly to get some well-deserved recharge, but no one ever answered his verbal or written requests. So taking a leap of faith, Knockout decided that he was going to just take the break, regardless of what the other commanders, the few that remained, might think. It wasn't as if they were working as hard as he had been, or surrounded by a sea of Vehicons that had to be checked over due to the fact that they had collapsed.

The Vehicons didn't have anything wrong with them, with the exception of those who had been shot by their oh-so-helpful-leader, and needed recharge or energon. Some needed both, but it wasn't _that_ hard to fix. If Knockout wasn't careful, he'd be found knocked out and on the floor. He'd be a mess and his assistant wasn't very good, or even efficient at buffing out his paintjob.

It was times like this where he missed Breakdown the most.

"Sir?" A voice squeaked nearby, reminding him that he wasn't alone.

Knockout muttered a few near-silent curses before turning around, servos clenched as he glared daggers at his assistant. "What now?"

"Lord Megatron wants you to make a pain killer for his processor ache."

"No. I've been working for several orns straight. I'm going to my room and nothing's going to stop me." Knockout started heading towards his room again. He let out a huff of annoyance as his assistant hurried after him.

"What do I do? I don't know how to make a pain killer." His assistant sounded desperate. For a moment, he pitied the Decepticon, but the view of his long lost door quickly crushed the stray feeling.

"It'll stop hurting if he gets shot in the ped." Knockout muttered darkly.

"Sir? Won't that make his problems worse?" His assistant questioned. "What do you want me to do?"

"You could give him poison." Knockout mused, vaguely wondering what would happen if they didn't have their leader. Wouldn't that mean that they'd either have to find a new leader or surrender to the Autobots? That didn't seem all that bad. For all he knew, Soundwave was there. He would have bet his stash of high grade that the communications mech had gone there in a sparkbeat and found himself a cozy place alongside their enemies. "Tell him to frag off and leave me the pit alone. I'm taking my vacation."

Knockout opened his door; a small gust of air blew dust into the hallway as he boldly went in, ignoring the fact that his paintjob was going to get filthy as he headed straight for his berth. Right now, recharge was more important than his appearance, even if he was going to regret this later. At least he'd be well rested.

The assistant watched with a horrified look behind his facemask. What was he going to do about Megatron?

* * *

Ratchet was in his office, datapads and schematics splayed across his desk, stylist in his servo, writing notes and drawing diagrams in yet another datapad. As usual, he had gotten up long before any other bot in the base and had been working on plans to fix Bumblebee's vocalizer ever since.

Wheeljack had recharged in his berth last night while he slept on the floor. Soundwave, last he checked, was sill out cold on a berth in his medbay, however it had been quite some time since he last left his office, so the communications mech could be awake for all he knew.

It was highly unlikely that the bot would have gone far if he was awake seeing how the mech had a tendency to stick nearby, regardless of where Ratchet went. At first it Ratchet had been interested as to why such a skilled bot would do such things, but now, Ratchet no longer questioned. It became a fact of life. He found it slightly endearing as well.

The sound of two sets of footsteps caught his attention and he glanced at the door expectantly. His watch was rewarded with a knock that he identified as belonging to Soundwave. Getting up and stretching out joints that he hadn't even realized were stiff; he walked across his office.

Once the door was open, Soundwave and Wheeljack stood before him, the wrecker having his customary grin on his faceplates, carefully holding an energon cube as if it were a sacred peace offering.

"Good evening, Sunshine." Wheeljack offered Ratchet the cube, being sure to brush his servo against Ratchet's much more sensitive ones. "We were getting worried about you." The wrecker purred.

Ratchet frowned, taking the offered cube. "Why? No one else is here with me." Absent-mindedly he opened it and took a large gulp, having not realized how hungry he had become.

"Ratchet: Worked all day." Soundwave responded as if on a cue. "Haven't refueled since 5 am. Time: 7:00 pm."

Ratchet paled at the thought. What happened with the rest of the day? Did he really work this entire time? He glanced back at his desk, evidence that he had been there for a while.

With a stroke of inspiration, he motioned for the others to come into his office. Why not ask them what they thought of Bumblebee's vocalizer?

* * *

Knockout's assistant went into Megatron's darkened room, this one purposely like that and not because of the ship conserving energon. He took small, quiet steps, fearing that the Decepticon Leader was going to rip the helm off of his shoulders just for walking too loudly, medic's assistant or not.

Red optics shone in the darkness, making the assistant even more cautious. He was relatively new to the job and still didn't know all that much about what it took to be a medic and so in all honesty, he could be easily replaced. That in of itself wasn't a very comforting thought given his current situation.

"Well?" Megatron growled from the darkness that was really beginning to remind the smaller bot of one of the horror stories that had been told last night.

The assistant gulped, frame shaking ever so slightly. It was then and there that he decided that he was going to stay as close to the truth as possible. "Knockout said that he was taking a vacation and that what you need - really need - is a good frag."

Red optics narrowed ominously at the smaller Decepticon.

"You see, your processor aches are being caused by tension and-and the hardships of our current situation, causing you to be more… uh… _expressive_ of your mood." The assistant paused, trying to make it seem as if he knew more than what was actually true. "So a good frag will release that pent up energy."

"Do you know what else uses energy?" Megatron growled, fusion cannon powering up.

The assistant squeaked, ducking down and offlining his optics, making himself a harder to hit target just as the door opened.

"Lord Megatron." Dreadwing entered, oblivious to the danger he just placed himself in. "I found the solution to our energon problem."

Megatron powered down his fusion cannon, wanting to hear what his third in command had to say more than shooting the insolent 'con who suggested that he interface more often, even though it had been quite some time…

The smaller mech took the opportunity to slip out of the room, intent on getting as much distance between him and his leader as possible. The other side of the Nemesis would have to do for now.

"I went over Soundwave's meticulous records of the Nemesis's activity and have discovered that we are long overdue in picking up energon from the mines." Dreadwing crossed his arms, a questioning look upon his faceplates. "Why haven't we made our usual stops?"

"Soundwave is in charge of that." Megatron replied, "Which mines?"

There was a brief pause before Dreadwing answered. "All of them."

* * *

"Any ideas?" Ratchet prompted. As much as he thought they held the answers he was looking for, he knew better than to be too hopeful about the matter.

"Hey Soundwave, can't you make a translator or something? I know the wreckers had them. Pit, the Lost Light had a lot, each specializing in a different language from each planet that the ship landed on at one point or another for top secret messages." Wheeljack paused, wondering if Soundwave had ever found out about that. It was pretty secretive, but Soundwave was a really good spy and he doubted that anything got passed the ex-Decepticon.

Soundwave nodded slowly, mind filling with the various tools and supplies that he would need in order to pull it off. Soundwave picked up the datapad showing Bumblebee's schematics, trying to piece together how small it would have to be and where it would be located.

"What do you need?" Ratchet leaned closer to Soundwave, peered over his shoulder, trying to figure out what the jet was seeing that Ratchet had missed for all those vorns.

"The Nemesis has everything I require." Soundwave slowly responded, checking his subspace to make sure he still had the tracker. Laserbeak placed a small device that corresponded to it in a small air vent that none of the other Decepticons would be able to get into or even see into. He pulled out item, showing the others just how he intended on finding such an elusive spacecraft.

Wheeljack patted him on the back, "Way to go Soundwave! When do we leave?"

Soundwave checked over the schedules of the crewmembers. There was a chance that they had been changed since he left, but he couldn't think of anyone who would do it themselves and so he reasoned that it was still very reliable. "An hour."

"Great!" Wheeljack was ecstatic about the idea of getting out of the base for a while. That and he'd be able to get some action in the process. "Doc, you coming as well?"

Ratchet was about to say no when Soundwave intervened. "Autobots and Decepticons vary in many aspects. Technology and advancements are no different. Great opportunity to get new medical procedures and tool schematics."

Ratchet's optics glittered at the thought. "Are we're going into the Nemesis's medbay?"

"Affirmative." Soundwave replied, having known that Ratchet would be interested in bettering his skills as a medic. Even if Ratchet didn't come along, Soundwave would have gotten ahold of the information for him anyway. Ratchet's smile would have been worth it.


	10. Confessions

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 10: Confessions

* * *

"Doc, are you ready yet?" Wheeljack questioned, peering over the medic's shoulder to see what Ratchet was doing.

Ratchet ignored the fact that he could hear Wheeljack's systems running from their close proximity and instead replied, "No. I have a little bit more that I need to go through. Why don't you let Optimus know what's going on?"

Wheeljack rested his helm on Ratchet, continuing to watch as the medic moved, almost daring the medic to do something about the blatant invasion of personal space.

After a little while, Ratchet reached for his wrench, tucking it back in his subspace while putting a neatly folded tarp back in his medical kit. "Don't you have something better to do?"

"Not really. I'm all ready to go." Wheeljack wrapped his arms around Ratchet's torso, wondering all the while just how much he could get away with.

If he tried to do this when he first landed on Earth, Ratchet would have kicked his aft and used Soundwave's help to wield him to the ceiling of the medbay.

Wait…

Soundwave wasn't an Autobot back then. It was fascinating seeing how they had grown accustomed to the presence of each other.

Soundwave would have been a loner and did whatever it was that Soundwave did in his free time which wasn't all that much different from what he did while he was working. It vaguely reminded him of a certain medic.

Ratchet still worked from early morning to late at night, but now he didn't mind the company of others as much as he use to. Raf was one of the few who could get away with being around and talking to Ratchet for hours at a time and not annoy the medic in the process which was a feat that most bots couldn't accomplish, let alone humans.

And well… there was Wheeljack. He supposed he changed as well. If it weren't for Ratchet, and now Soundwave as well, he would have been off on his own, challenging Decepticons whenever and wherever he wanted and on his own terms. He never really knew which night would be his last, but he never really gave it much thought.

Wheeljack hadn't been thinking much about what life would be like after the war and what he wanted to do with himself once the fighting stopped. The uncertainty made him slightly uncomfortable.

Deciding to leave Ratchet alone for now, he left the medbay, bumping into Optimus in the process.

"Good evening, Wheeljack." Optimus smiled, one of those genuine, soft smiles that he had been so renown for back on Cybertron.

"Evening, Prime." Wheeljack was about to continue on his way when he remembered Ratchet's suggestion. "So I was wondering… Do you think it'd be alright if Soundwave, Ratchet and I left on a field trip in about…" He quickly checked his chronometer, "45 minutes?"

Optimus looked slightly surprised by Wheeljack asking permission for once to do something. "Don't harm the humans and it will be fine. Do you want me to control the ground bridge for you?"

Wheeljack brightened, "That sounds great!"

"Very well." Optimus paused, knowing he missed an important detail. "Where are the three of you going?"

"On the Nemesis." Wheeljack cheerfully answered before hunting down Soundwave.

* * *

Dreadwing sat before a computer, a bored expression on his faceplate as he stared at the screen. The number was up to 9179 and from his calculations they got messages often or in clusters.

There was no way that he could check them, he had unsuccessfully tried hacking into the system and even using all the passwords he thought Soundwave might use. The only hope he had to finally get a glimpse of what was going on was to answer a call when it happened. He had no idea who the calls were coming from and so it seemed like the best course of action, right?

Meanwhile the Nemesis was on its way to the closest mine. Dreadwing made sure of it this time.

He was about to drift of into recharge from sheer boredom when a call snapped him out of it. Dreadwing quickly hit button to answer, hoping that he didn't miss it.

A comm line opened up from the screen, displaying the frequency of each and every voice picked up from the other side of the call along with the location that it was being made from. All of the displays he figured would be useful for someone such as Soundwave, but for Dreadwing, most of the display was meaningless.

"This is Omega 1, pick up Nemesis." The voice sounded as if the owner was frustrated by something.

"This is the Nemesis." Dreadwing replied, hoping that he was heard clear enough by the Decepticons at Omega 1.

"What? The Nemesis picked up?!" The screen displayed the chattering that followed, adding frequencies to the display before a femme quieted them down, narrowing the frequencies down to two individuals.

The femme cleared her voice. "I hope I'm not out of line in asking who are you."

"Dreadwing."

The femme sounded slightly suspicious, "Where's Soundwave. He's usually the one who deals with communications. Was he offlined?"

"No. He's not here at the moment." Dreadwing responded, wondering how much he should say. "Soundwave has been busy with… other matters as of late."

"Did we lose the war?" The first voice questioned, not entirely wanting to know the answer.

"The war is as it's been for the last millennia."

"Well that's good to hear, I think…" A random voice trailed off.

"It's come to my attention that the Nemesis has a lot of missed messages. Do you know anything about this?" Dreadwing asked, crossing his fingers and hoping the femme in charge would know the answer.

"Soundwave checks in with each and every mine on this planet daily. From my understanding, he also keeps in contact with every base and outpost across the universe where communications have been properly established once every few decacycles."

Dreadwing gaped at the screen; amazed that Soundwave would do such a thing without Megatron's knowledge. He knew that the Decepticons could function very smoothly at times, but he thought Megatron was in charge of that. In the recent events it became clear to him that it wasn't Megatron who was responsible.

Was it actually all of Soundwave's hard work and dedication?

Megatron may be the leader and the one who called the shots, but it made sense that it would be Soundwave who made sure the orders were properly received and carried out.

Where did Starscream and Shockwave fall into the mix?

* * *

Soundwave put one last cube of energon in his subspace when Wheeljack found him.

"Hey, Sound. Are you done getting ready?"

Soundwave nodded.

"Great. You think we can talk for a bit before we go?"

Another nod.

Wheeljack let Soundwave over to a spot that could easily view the entrance to the medbay and the ground bridge that way when it was time to go, they wouldn't have far to travel. The two then sat down on the floor, shoulder to shoulder, gazes fixed on the entrance to the medbay.

"Regardless of what happens tonight, I want to let you know I'm glad you joined us." Wheeljack began, "I'm happy to have gotten to know you. Sound, you're one cool bot. I really appreciate what you've done for the Autobots and your willingness to help Ratchet with 'Bee's vocalizer."

"Thank you, Wheeljack." Soundwave paused, somewhat unsure of himself. "I appreciate your openness. You can be very… loud at times, but I've grown accustomed and fond of your ways."

"You've gotten close to Ratchet, a lot faster than it took me." Wheeljack sighed, "You make him happy. He won't admit it, but you do. I can't believe I'm doing this, but… if you want to be with him, I won't stop you."

Soundwave reached over and grabbed Wheeljack's servo. He gave it a comforting squeeze. Finding it easier to rely on old habits, he replayed a section of what Wheeljack had just said. "_You make him happy. He won't admit it, but you do._"

Wheeljack chuckled, a wide grin adorning his faceplate. "You make me happy too."

"Agreed." Soundwave replied.

"So what now?" Wheeljack hesitantly looked over at Soundwave, unsure of what he was going to see. "Do we confess and the three of us start dating? We'd become a… a…"

"Threesome?" Soundwave supplied.

Wheeljack laughed, "I was going to say a trio."

Ratchet came out of the medbay, talking to Optimus about something that they couldn't quite hear.

"Doc! Over here!" Wheeljack waved with his free servo, gaining the attention of the two.

Ratchet said something else to Optimus before they parted ways, Ratchet coming over to where the two were while Optimus went to the ground bridge controls. Ratchet looked over the two before saying, "Did I miss something?"

Soundwave moved his servo and instead motioned for Ratchet to sit down with them. Hesitantly, Ratchet complied sitting so that he was facing the two.

"Sound and I had a very interesting conversation just now that I'd bet my last cube of high grade that you'd want to know about." Wheeljack nudged Soundwave, prompting the mech to reply the entire conversation to the curious medic.

Ratchet waited for the recording to finish before laughing. "A trio, huh? I was going to say a trine."

"You're going to be apart of the trio, right?" Wheeljack prompted, hoping that he and Soundwave were correct in their assumption of Ratchet's feelings.

"Of course I am." With the air of a professional medic, Ratchet added, "If for some Primus-forsaken reason I wasn't, it would be considered a duo."

* * *

Steve was the only one who wasn't at his usual location of at this time of night and that was because he was asked to deliver Megatron's energon and then to test it to make sure it wasn't poisoned. Steve's lack of hesitance was enough of an indicator to Megatron that it hadn't been tampered with.

To tell the truth, the Vehicon was very tired, having been up since a few hours before the sun came up to do his shift and so when he saw a hallway on his walk to his sleeping quarters brighten up for the briefest of moments, he excused it as his optics playing tricks with him and left it at that.

It was late and he had a shift to attend to early in the morning. There was no sense in wasting time. Even if he had seen a light, it might have been the Nemesis going through a flux in energy. Stuff like that happened from time to time, right?

Once he turned the corner, Wheeljack poked his helm from around a different corner, checking both directions before whispering to the others. "It's all clear."


	11. Infiltration

**Disclaimer: Don't own Transformers**

Betrayed

Chapter 11: Infiltration

* * *

Optimus powered down the ground bridge, somewhat worried about the outcome of such a risky stunt. As much as he understood that only a small group could infiltrate the Nemesis undetected, Optimus would have felt more assured if he had gone as well.

Wheeljack wasn't a 'bot known to be quiet and was often reckless. Optimus barely knew Wheeljack and as much as he trusted the 'bot, he didn't know him very well or how the wrecker would act in a group.

Contrary to popular belief, Ratchet could be quiet and stealthy. The 'bot knew how to hold his own. Optimus knew, from the moment he first met the medic that it was in his best interests to never underestimate a wrench in the servo of Ratchet. Regardless of the many precautions they were undoubtedly taking, accidents happened and the Autobots would be dealt a heavy blow if Ratchet were to offline.

Soundwave was a wildcard. He appeared to have good intentions, but for all they knew, Soundwave was still working for the Decepticons and this had been an elaborate trap from the start.

If that was the case, why would Soundwave to give them so much information?

Was it a way to gain their trust?

Since Soundwave entered the base, he had numerous opportunities to offline his choice of any of the Autobots on Earth.

Was it to find the location of the base?

But if that were the case, why would he stick around?

Was it to hack into their computer and steal all of their information?

There were so many possibilities, but Soundwave didn't do anything that was considered suspicious. For the most part, Soundwave lingered around Ratchet and Wheeljack. It wasn't too farfetched for a new Autobot to stay around those the individual felt safe around. If a fight occurred, at least the individual would have backup. If Optimus were in the same position as Soundwave, he'd do the same exact thing.

Optimus never thought three individuals so different could and would end up in a relationship. They made a very intriguing combination and somehow balanced each other out in the process.

Regardless, it was a pleasant change to see Ratchet happy on an everyday basis. Optimus wished the best for them as any friend would.

* * *

The trek through the Nemesis was quiet.

Very quiet.

Wheeljack covered the rear as Soundwave led the way without an ounce of hesitation. Ratchet traveled between the two, a grip on his most prized wrench, as he stayed as attentive as he would be during a major surgery.

A door opened accompanied by the steady thud of peds on the cool metal floor caught the attention of all three. Deploying Laserbeak to investigate, Soundwave spun around, setting a faster pace as the three backtracked. Taking a quick right, Soundwave stopped just out of direct view of the main hallway.

"What's going on?" Wheeljack asked once he and Ratchet were beside Soundwave.

A small, dark blur made the turn to where they hid, slowing down enough to reattach to Soundwave's chassis. The faint sound was getting louder.

"Dreadwing." Soundwave whispered, "Don't attack."

Soundwave remained still for a few more moments, listening to Dreadwing and making frantic calculations from what he knew of the flier and past behaviors he had shown.

Just as quickly as he had stilled, Soundwave forced himself from the wall and down the side hallway that they were currently in. Wheeljack was about to protest when Ratchet grabbed the wrecker's servo and pulled him along.

Soundwave abruptly stopped at a door halfway down the hall. He glanced at where they had come before using a rather long and complex code. The door swished open and Soundwave pushed Wheeljack and Ratchet in.

He could afford to be seen from a distance whereas they couldn't.

Just as Soundwave was about to enter, a voice called after him. Visibly stiffening, he allowed the door to close and lock as he allowed Dreadwing to approach him.

* * *

Ratchet looked around the room, attempting to figure out where they were as Wheeljack tried in vain to hear what was happening on the other side.

"Doc, I can't hear what's going on." Wheeljack muttered.

"Then they can't hear what's going on in here." Ratchet replied, cautiously wandering about the room, occasionally poking at the furniture with his wrench.

Wheeljack looked over his shoulder at the medic, having just noticed that they were in a room, not just on the other side of a sturdy door. "What do you have in mind?"

"Are you any good at hacking?" Ratchet questioned as he tugged at the cabinets that required a code to open.

"Sorry, Sunshine. You'll need Sound for that." Wheeljack replied with a curious look on his face as he picked a target for his investigation.

Ratchet went up to the desk, slightly surprised that they weren't locked as well. He pulled open the top drawer on the left, rummaging through the random items located within when Wheeljack pulled out a small blue and white music player.

Ratchet watched as Wheeljack fiddled around with it. After pressing a few buttons, almost randomly, it turned on and began to play Classic Cybertronian music. With a grin, Wheeljack set it on the desk, content that he managed to get it to work, even if it might have been a trap that instantaneously alerted the Decepticons where they were.

If the berth was any indicator, this was someone's private room. The owner was apparently very organized and liked keeping the room clean.

The cabinets required an access code while the music player was left in an unlocked drawer. It was reasonable to assume that the owner was fond of classic music and since the device was left in a drawer in the desk, it was often used.

The room was of a moderate size and the possession of a desk led Ratchet to believe that it belonged to a Decepticon Officer.

Locked drawers was something he had often seen as belonging to those who were either very paranoid, or had possessions that was deemed necessary to keep safe at all times. The contrasting rooms of Red Alert and Jazz were fine examples of that.

He also kept in mind that Soundwave chose this room out of all of the rooms in the hallway, quite possibly in all of this section of the Nemesis for a reason. The berth room was safe, secure and Soundwave had the access codes for it.

Out of all of the Decepticon officers, the only one that could possibly match up with this room was Soundwave.

But why did the room still have Soundwave's possessions?

Was it possible that the room was so secure that the Decepticons couldn't get it open or did they expect Soundwave to return?

* * *

Dreadwing was so overjoyed to see Soundwave back on the Nemesis that he almost overlooked the Autobot insignias in place of the Decepticon ones that the communications mech had left with.

If anyone could get things back to normal, it was Soundwave. The mech knew how the Nemesis ran like the back of his servo.

He had heard the rumors, that the reason why they hadn't seen Soundwave in quite some time was because Soundwave had defected from the Decepticons, but it was hard to believe that a 'con so loyal to Megatron would leave so unexpectedly.

But those insignias…

"It's good to see you back." Dreadwing started off awkwardly. "I really appreciate what you've done for all of us over the millennia."

Soundwave stared at him with the same eerie way as he always had.

When Dreadwing had first met Soundwave, he thought the mech wasn't even paying attention or might even be recharging while standing. He had been genuinely surprised when Soundwave moved, signaling the end of the conversation that had been going on.

What went on in that processor of his?

"When you have time, Megatron wants to see you."

Still no response.

"Congratulations." Dreadwing shifted uncomfortably, "Megatron made you his second in command while you were gone. I was demoted to third in command. I don't mind. You deserve the position."

"Why am I second in command?" Soundwave suddenly asked, making Dreadwing jump in surprise.

"He, well _we_, realized how much you've been doing for us and Megatron decided to reward you for your loyalty." Dreadwing hesitated, wondering how much Soundwave knew and how much he should tell the communications expert, "That and if you haven't noticed, the Nemesis hasn't been in the… best of shape since you left."

"I'm an Autobot now." Soundwave responded, pointing to one of the insignias in case if Dreadwing didn't notice earlier.

Dreadwing gulped, "It was just a trick, right? A way to get information from the Autobots? Megatron's convinced your leaving was a mission or some way to open our optics on how much we need you."

Dreadwing braced himself, praying to Primus that Soundwave was going to stay with the Decepticons. There was no way that the Decepticons could continue like this.

"No. I was serious."

Dreadwing cringed, "It's not too late to rejoin the Decepticons. You can just give Megatron some of the information on the Autobots or just go along with it being apart of a test or experiment to see how well we'd cope."

Soundwave shook his head. "I'm committed mech."

"What do you mean?" Dreadwing questioned, panic evident in his voice.

"Even if I wanted to," Soundwave quickly added, "which I don't, I'm in a relationship now and the pits can freeze over before I leave them."

Dreadwing glanced over at the door leading into Soundwave's room. "Who are they?"

Soundwave replied without hesitation and a tinge of pride. "Ratchet and Wheeljack."

"Surely you could convince them to join?" Dreadwing suggested.

Soundwave slowly shook his head.

Knowing there was no more use in attempting to convince the other flier, Dreadwing resigned to his fate. He admired Soundwave and the dedication the other had to what he did and if Soundwave wanted to be an Autobot instead, who was Dreadwing to interfere?

"I hope the three of you are happy." Dreadwing was about to walk away when he stopped, looking back at the lighter bot, "Have a good night and don't worry, I won't tell."

"Thank you." Soundwave responded, watching Dreadwing continue down the hallway to his room before Soundwave reopened the door to his own room.

Dreadwing would keep his promise, no matter what.

* * *

Soundwave entered his old room, sensors immediately picking up the sound of his music player as he headed over to his locked cabinets. He wasn't surprised that no one managed to get in while he was away. Soundwave considered his room to be the safest location on the entire Nemesis for a reason.

It would take an incredible amount of carelessness on his part or an individual with great hacking skills to get access to this room.

"Is this your room?" Ratchet questioned, watching Soundwave's every movement from the chair at his desk. "It's nice."

"Yes." Soundwave replied, unlocking his cabinets in order to retrieve his tools. "It's difficult for anyone else to get in."

"If it's so hard, then why bother locking your stuff up?" Wheeljack asked.

"It's better to be safe than sorry." Soundwave opened a hidden compartment from within the cabinet in order to get his smallest tool collection. It had taken him many vorns and even more credits to obtain them and as such, he valued them more than any of his other possessions. "I am not the only skilled hacker."

Soundwave turned off his music player, tucking it away in his subspace just as he did with his tools before giving his safe haven one last longing look. As much as he was going to miss his old room, it was time to let go.

He gently stroked Laserbeak's back before motioning for Wheeljack and Ratchet to come with him.

* * *

Megatron stopped in his tracks.

He had that distinct feeling that someone was watching him.

Megatron looked around, not moving from his spot in the center of the hall before he was certain no one was there.

For good measure, Megatron confidently called out, "Soundwave, I know you're there. Show yourself."

There was no response.

Megatron waited for a few more minutes before continuing on his way.

Soundwave may be good at sneaking around unheard, but if the mech was there and heard Megatron's command, surely the mech would comply. The tactic hadn't failed Megatron before, so why would now be any different?

* * *

Ratchet held Wheeljack back from attacking Megatron while Soundwave waited a little bit further ahead. Once Soundwave was certain that Megatron was gone, he gestured to Ratchet and Wheeljack before moving once again.

"We could have taken him on." Wheeljack grumbled disappointingly.

"And the Decepticons would have been notified of our presence." Ratchet retorted, "We can't take on the whole ship."

"But with Soundwave at our side, we-"

Ratchet interrupted Wheeljack, "That's not why we're here."

Wheeljack patted Ratchet on the back. "I know, Doc."

They stayed in silence, even when the arrived outside of the medbay, up until the doors flawlessly opened.

Ratchet gasped in horror.

Wheeljack and Soundwave abruptly turned to him with worried looks before trying to figure out what was upsetting the medic.

Ratchet marched in, heading straight for the cleaning supplies, muttering dark curses and swearing profusely the entire way.

How could Knockout, a CMO, _allow_ a medbay to get in such a bad condition?

Faint skid marks and minuscule energon stains and other bodily fluids littered the floor, invading the cracks between the tiles and in some rare cases, still present on what should have been spotless equipment.

A shudder ran through Ratchet's frame at the thought of the many preventable cases of infection that occurred from as a result of this mess.

Gathering the necessary supplies, Ratchet got down on his servos and knees in order to scrub the imperfections away.

Soundwave entered Knockout's office in order to acquire the desired information while Wheeljack leaned up against a wall where he had an acceptable view of Ratchet.

"If you have time to lean, you have time to clean." Ratchet stated in a matter of fact tone.

"Woh there, Sunshine. This isn't why we're here." Wheeljack suddenly found himself pinned with an unamused look. "Alright, alright. Geeze Doc, I never said I wouldn't." The wrecker stared at the cleaning supplies with apprehension. "What do you want me to do?"

"See those tools over there?"

Wheeljack hesitated. "Yeah."

"Clean each and every one."

Wheeljack gulped before doing as he was told.

* * *

Bulkhead stretched out on his berth before resuming a comfortable position.

There wasn't much going on and without Wheeljack present to assist him in reliving the good old days of being a wrecker, the base was quiet.

He wondered what Jackie was up to now. He had hard about the so-called field trip and it was so like Wheeljack to call a stealth mission to acquire items and Intel in the heart of a Decepticon warship something such as a field trip so nonchalantly.

Bulkhead let out an amused snort.

Oh how he would love to go with the trio onto the Nemesis.

It would be so much fun. The more Bulkhead thought about it, the more it reminded him of the game Miko wanted him to join called Hide and Seek.

It sounded like a good way to pass the time and it sure beat recharging early and getting up early as well. Bumblebee would be easy to convince, however Arcee would take much more effort seeing how she enjoyed spending her evenings by herself. Then when Jackie, Ratchet and Soundwave get back, they could join as well. Optimus, seeing how much fun they were having would have no choice but to play.

As Miko said, the more players, the more fun it is.

* * *

Soundwave left Knockout's office with all of the information he could find that might be of use. He left no trace of his presence or his activities.

Soundwave paused when he caught sight of what the medbay had become. The tools were organized and spotless. The floors and walls were so clean that he could see a faint reflection of himself.

There was no way Knockout would _not_ know someone had been in the medbay.

One of the major differences with the two medics was that Knockout spent his free time keeping his frame spotless and free from imperfections while Ratchet did the same thing to his medbay.

If this was what happened when the Nemesis's medbay was scrubbed and polished, what would Ratchet look like without the visible signs of wear and tear, mainly in the form of scratches, with a fresh coat of paint and recently polished?

That was an interesting thought.

Soundwave absentmindedly walked through the medbay.

Now if he could enlist the help of Wheeljack….

Wait.

Was that Knockout's personal buffer?

Soundwave did a double take, confirming what he thought he had seen. Ratchet had a glint of mischievousness in his optics and was putting Knockout's buffer in his subspace along with wax and polishing cloths.

Soundwave slowly shook his head.

He'd find out what this was about eventually.

* * *

Megatron was restless once again. As much as he knew a solid night of recharge and a deep defrag of his entire processor would work wonders, Megatron was unable to settle down in one spot long enough.

There was so much going on.

Thanks to Dreadwing's efforts, they managed to pick up a significant sum of completely processed energon in the first stop. Granted they had many stops to make in the following days, but it was enough to meet the demands of both the ship and the crew.

It was the first good thing to happen since Soundwave uncharacteristically left the Nemesis after declaring himself to have defected from the Decepticons.

Megatron found himself still wondering why Soundwave would do such a thing.

Megatron and Soundwave had a strong friendship ever since their gruesome time in the Gladiator Arena. If he remembered correctly, that was where Soundwave had been given custody of Laserbeak. As much as Megatron protested Soundwave caring for a sparkling that wasn't even his, Soundwave made his mind up about the small flier and very few things could change his mind. Over the vorns as Laserbeak matured, some started calling her a drone, which only increased Soundwave's protectiveness over the little flier, but it didn't matter what Laserbeak was called. Laserbeak proved to be a valuable member of the Decepticons.

Wherever Soundwave was, Laserbeak usually wasn't far away.

The only other time Soundwave did something that completely surprised Megatron was when the communications mech decided to change his bulky, heavy-duty armor for much lighter, but slightly weaker armor after they left the pits. It was Soundwave's first upgrades since that cheerful, but ominous day on the onset of the war.

Now he understood why Soundwave did it.

Soundwave was lighter and so he expended less energy to maneuver. His reaction rate, speed and agility increased. Sure he couldn't take as many blows as he used to, but Soundwave rarely got hit nowadays. Possibly one of the most important benefits of them all was that Soundwave required less fuel to function at an optimal efficiency.

Perhaps his leaving had benefits that Megatron would one day become aware of that was for the betterment of their cause. Soundwave would come back, he always had, and together, the Decepticons will finally rid themselves of the Autobots.

In the morning, Megatron intended on prying Knockout from his room, regardless if the medic wanted to leave or not. The medic needed to make a list of supplies and Megatron was personally going to make sure his fourth in command received it.

The sooner Steve stopped reminding him about Vehicons that were on medical leave until the needed parts were obtained and installed, the sooner they could resume their plans, whatever they were. Soundwave had it outlined in a datapad _somewhere_.

It was probably in the giant mess of datapads that accumulated once Soundwave left. He was tempted to tell Dreadwing to locate it for him, but Megatron had seen the state of Soundwave's office himself and felt pity towards any 'con who had to deal with it.

For now, it was a lost cause.

Megatron knew it would be better to make a new plan and go from there.

Megatron would have ignored the faint hum of machinery if the voices coming from the same location hadn't caught his attention. He opened the door to the command center, not expecting to see three familiar faces.

Clang

Megatron's helm swung to the side as a wrench undoubtedly left its mark. That was definitely more painful than being punched in the face by that very same medic who just threw it.

"Nice shot." Wheeljack laughed good-naturedly, "I didn't think you had it in you to tag Megatron."

"I told you I heard someone." Ratchet pointedly replied.

All optics moved to Megatron.

"Soundwave, I'm glad to see you back." He narrowed his optics at Ratchet in particular. "Why are these Autobots with you?"

Soundwave pressed a few keys, presumably relocking the files he had been looking through. "They are my lovers."

Megatron focused back on Soundwave. Soundwave just spoke like he used to before the war and did he just admit to having lovers?

Since when did Soundwave show any interest of that kind with any Cybertronian, let alone an Autobot? Wait, not just an Autobot, two Autobots. One of which being a high-ranking, very skilled medic. This might be what Soundwave was after. The second 'bot wasn't that bad either. Wreckers were forces to be reckoned with and the combination of all three would be a tough combination to beat.

On top of it, unless something happened to Knockout, the Nemesis would be lacking a medic.

It was a perfect plan and so much like Soundwave to have devised it.

"Very good, Soundwave." Megatron grinned, having completely forgotten that he had been hit, even though a dull pain lingered. "Are they staying with you in your quarters? A larger berth will be necessary."

Wheeljack and Ratchet exchanged looks before sneaking a glance at Soundwave.

"I'm no longer a Decepticon." Soundwave flashed his Autobot insignias.

Megatron frowned, "Come back to the Decepticons and be my second in command. You've earned it long ago and it was my mistake to not realize it sooner. We need you."

"I'm not leaving them." Soundwave motioned to his companions.

"They can join as well. Ratchet can be one of our medics while Wheeljack…." Megatron stopped to try and remember what Wheeljack was good at because he was certain being a wrecker wasn't the only thing. "Wheeljack can do what he does best."

Ratchet looked like he was trying very hard not to laugh, but was failing miserably.

Soundwave answered with an air of defiance. "No."

"What do you want?"

Ratchet spoke up, a hint of amusement present in his voice. "We're never going to join."

Soundwave nodded in confirmation.

Megatron scowled, optics narrowing as he charged his fusion cannon. If he couldn't have them on his side, like the pits he was going to allow the trio to assist the Autobots any more than they already have. "Then you can die together." Megatron growled, taking aim at Ratchet.

Wheeljack got to the ship's control system that Soundwave had been playing with earlier, hoping that Megatron realized that if he missed Wheeljack, the ship could quite possibly crash. Even then, Wheeljack could always damage the controls himself.

Or better yet…

Wheeljack grinned, a plan unfolding in his processor. All he needed was a little bit of time.

Soundwave moved off to the side, one ped next to the edge of the center walkway, knowing that he could jump off of it and into the area where the Vehicons usually gathered for meetings at any moment. He quickly established a comm line with Optimus, hoping that the Autobot leader would respond quickly.

Ratchet moved over to where Wheeljack had been moments before when the blast went off. A searing pain burning through his circuitry as the force of the hit forced him to the ground. A gray servo clutched at his shoulder, feeling fluids draining out from the now very sensitive and damaged area.

"You fragger." Ratchet cursed between clenched teeth.

Megatron smirked, fusion cannon charging as he prepared for the finishing blow.

Wheeljack punched in the new coordinates in the navigation system before going to Ratchet's side.

Soundwave flared his armor, making himself look bigger and all the more intimidating as he fixed Megatron with a glare that none who still alive have ever experienced. "You." Soundwave growled, taking several steps forward and using a scolding tone.

Megatron stared at the display with wide optics, feeling himself getting smaller with every passing second.

"You dare try to take away one of the few individuals who mean something to me."

Megatron took a step back, fusion cannon completely useless in the wrath of a pissed off Soundwave.

"You should be ashamed of yourself. You claim to be the leader of the Decepticons and making a better, equal life for all Cybertronians. Yet you have turned yourself into what we have fought against since the beginning. We started with the idea that all Cybertronians have the right to fuel, space, freedom of choice and equality among our population. You promised peace. Yet you have given our planet nothing but war and destruction. You continue to destroy even though it is time to rebuild. You are no longer the leader of the Decepticons because you started it and have something to fight for. You're the leader because you instill fear, not respect from others. You attack all who oppose you, even your own troops and officers. Megatron, you may be the leader, but after all this time, you still don't know how to properly lead. Even then, you must be able to follow without feeling threatened to do so. You don't even recognize a loyal friend even if they were to bite you in the aft because all you see is potential uprisings. Why? Because you have nurtured the feelings of fear in your followers, not respect and loyalty like Optimus Prime."

Megatron tried to protest; but Soundwave wasn't in the mood to hear it.

"You hate Optimus so much, but as soon as he doesn't remember what happened, you accept him with open arms. You trusted him more than you did me. You loath him so much for his betrayal that you've changed your aspirations and leadership style to be the opposite of his. That's why this war still goes on. You're not willing to put the past behind you for the betterment of our entire race."

Megatron curled upon himself even more so than before, taking every word out of Soundwave's mouth to spark.

A tentacle wrapped around Wheeljack and another around Ratchet as a swirling vortex opened up near Soundwave.

His potential second in command went through, pulling the two Autobots with him right as the Nemesis crashed bow first into the ocean.

Megatron never felt so lost.

* * *

**Author's Note: Wow that sure took a while. Hopefully the wait was worth it.**


End file.
